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Filing # 82795043 E-Filed 01/03/2019 12:21:20 PM
IN THE CIRCUIT COURT OF THE FIFTH JUDICIAL CIRCUIT OF FLORIDA
IN AND FOR MARION COUNTY, FLORIDA
)
TREASURE ISLAND CAFE, LLC, )
) CASE NO.: 18-CC-0702
Plaintiff, y
)
v. )
)
SKYLARK-SCHIPPERS, LLC, )
)
Defendant. )
DD
NOTICE OF FILING
COMES NOW the Plaintiff, TREASURE ISLAND CAFE, LLC, by and through his
undersigned attorney, files this Notice Of Filing of Lease Agreement which is Exhibit A as a part
of the Plaintiff's Complaint.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing has been
electronically filed with the Clerk’s Office in and for Marion County by using the Florida Courts
E-Filing Portal which will send a notice of electronic filing to: Edwin A. Green, III, Esquire
(tgreen@bmaklaw.com and Jealdwell@bmaklaw.com).
/s/ Haksoo Stephen Lee
HAKSOO STEPHEN LEE
ATTORNEY AT LAW
Bar No. 88698
Lee Law Group, PLLC
3804 West North B Street
Tampa, Florida 33609
Primary email: hlee@flrights.com
Secondary email: info@frights.com
Phone: (813) 606-4533
Fax: (813) 606-4500
Electronically Filed Marion Case # 18CC000702AX 01/03/2019 12:21:20 PMEXHIBIT ATENANT NAME: Treasure Island Cafe, LLC
SUITE: 203
RETAIL LEASE
Skylark Plaza at Ocala, LLC
ig
Initial Initial GQ TnitialLEASE INDEX
ARTICLE
1. BASIC LEASE TERMS
1.1 Shopping Center
1.2 Leased Premises
1.3 Lease Term
1.4 Commencement Date
1.5 Base Rent
1.6 Security Deposit
1.7. Addresses
1.8 Permitted Use
1.9 Common Areas
1.10 Lease Year
1.11 Proportionate Share
1.12 Estimated Initial Common Area Costs Payment
1.13 Guarantor
1.14 Hours of Operation
1.15 Lease
2. GRANTING AND RENT PROVISIONS
2.1 Grant of Premises
2.2 Base Rent
2.3 Common Area Costs
2.4 Percentage Rent
2.5 Sales Records, Reports and Examinations
2.6 Definition of Gross Sales
2.7 Penalty for Failure to Report Sales
2.8 Late Payment Charge
2.9 Security Deposits
2.10 Relocation Option
2.11 Holding Over
3. | OCCUPANCY, USE, OPERATIONS
3.1. Use and Operation of Tenant’s Business
3.2 Signs
3.3. Compliance with Laws, Rules ani gulations
Initial J Initial Initial10.
41.
3.4 Inspection
3.5 Personal Property and Rent Taxes
3.6 Merchants Association
UTILITIES AND SERVICE
41 Utilities Provided By Landlord
4.2 Landlord Controls Selection
4.3 Tenant Shall Give Landlord Access
4.4 Landlord Not Responsible for Interruption of Service
REPAIRS AND MAINTENANCE
ALTERATIONS AND IMPROVEMENTS
6.1 Construction
6.2. Tenant Improvements
6.3 Common and Service Area
CASUALTY AND INSURANCE
7.1 Destruction
7.2 Property Insurance
7.3 Waiver of Subrogation
7.4. Hold Harmless
7.5 Tenant improvements
7.6 Liability Insurance
7.7 Insurance Requirements
7.8 Hazardous Materials
CONDEMNATION
ASSIGNMENT OR SUBLEASE
9.1 Assignment by Tenant, Landlord
9.2 Rights of Mortgagee, Estoppel Letters, Attornment
LIEN
10.1 Landlord’s Lien
10.2 Uniform Commercial Code
DEFAULT AND REMEDIES
11.1 Default by Tenant
11.2 Remedies for Tenant's Default
11.3 Default by Landlord
11.4 Remedies for Landlord's Default
11.5 Limitation on Right of Recovery
11.6 Notice for Mortgagees
DEFINITIONS AND MISC. MATTERS - )
Initial Ap Initial & __ Initial12.1 Abandon
12.2 Act of God or Force Majeure
12.3. Waiver
12.4 Attorney's Fees
12.5 Successors
12.6 Interpretations: Severability
12.7 Notices
12.8 Multiple Tenants
12.9 Landlord’s Liability
12.10 Time is of the Essence
12.11 Entire Agreement
12.12 Amendment
12.13 Limitations of Warranties
12.14 Waiver and Releases
12.15 Radon Gas Disclosure
12.16 Brokerage Commissions
12.17 Restrictions
12.18 Exhibits
12.19 Waiver of Jury Trial
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INDEX OF EXHIBITS
LEGAL DESCRIPTION OF LAND
SITE PLAN OF SHOPPING CENTER
RENT SCHEDULE
GUARANTY OF LEASE
SIGN CRITERIA
RULES AND REGULATIONS
LEASEHOLD IMPROVEMENTS AGREEMENT
NOTICE OF LIMITATION UPON LIENS
LEASE SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT
AGREEMENT
LEASE RATIFICATION AGREEMENT AND ESTOPPEL CERTIFICATE
Initial ob Initial GL InitialSkylark Plaza at Ocala, LLC
Ocala, FLORIDA
THIS LEASE, made as of March ___, 2017, by and between Skylark Plaza at Ocala, LLC (“Landlord”)
and Treasure Island Cafe, LLC (“Tenant’).
ARTICLE 1 —- BASIC LEASE TERMS.
For the purpose of this Lease, the following terms shall have the meanings set
forth below:
1.1. Shopping Center. The Shopping Center (including the Leased
Premises/Premises) known as Skylark Plaza at Ocala, LLC located on that tract of land
(the “Land”) described on Exhibit A hereto, together with all other buildings, structures,
fixtures and other improvements located thereon from time to time, being presently as.
depicted on the site plan attached hereto as Exhibit B. The Shopping Center and the
Land are collectively referred to herein as the “Property”.
1.2 Leased Premises. The floor space and interior wall and ceiling space of that
portion of the Shopping Center, together with the non-exclusive right to use the Common
Area as defined in Paragraph 1.9, hereof, resulting in approximately 4,387 SF rentable
square feet. The Leased Premises mailing address is identified as:
1601 NE 25th Avenue, Suite #203, Ocala, FL 34470
1.3 Lease Term. Three (3) years and Five (5) months, beginning on the Lease
Commencement Date of April 15, 2017 and ending on July 15, 2020.
1.4 Rent Commencement Date. September 15, 2017
1.5 Base Rent. Rent shall be as set forth in the Rent Schedule attached hereto as
Exhibit C and are payable in monthly installments, plus applicable sales or use
tax thereon.
1.6 Security Deposit. $3,600.00 due at the time of the execution of this Lease.
1.7 Addresses:
Landlord’s Address
Skylark Plaza at Ocala, LLC
clo Frank Silverman
3662 Avalon Park E. Blvd. Suite 201
Orlando, Florida 32828
Initial Gy InitialTenant's Address
Treasure Island Cafe, LLC
Gary Gustafson
16249 Cortez Blvd,
Brooksville, FL 34601
Landlord and Tenant, by written notice to the other may change from time to time
the foregoing addresses, and Landlord, by written notice to Tenant, may notify Tenant
from time to time of the appointment of a Shopping Center Manager and such
Manager's address.
1.8 Permitted Use. Lessee shall use and occupy the Premises for the operation
of an Internet Café. Tenant shall not use, nor occupy the Premises for any other purposes
without Landlord's prior written consent, which may be withheld in Landlord’s sole
discretion. Tenant hereby acknowledges that its use was a material inducement for
Landlord entering into this Lease, and that a key factor in the economic success of the
Shopping Center is an appropriate tenant mix. Landlord in its sole discretion shall
determine the appropriate mix of tenants and uses for the Shopping Center.
Furthermore, Lessee shall not interfere with, nor violate the use rights of, nor conduct
any activity which may injure or annoy other lessees within Shopping Center, nor use or
occupy the Premises in violation of any law, ordinance, government regulation or
directive. Lessee shall have exclusive use as an Internet Café, no other Internet Café
will be permitted in the Shopping Center.
1.9 Common Areas. Such parking areas, streets, driveways, aisles, sidewalks,
curbs, delivery passages, loading areas, lighting facilities, and all other areas situated on
or in Property which are designated by Landlord, from time to time, for use by all tenants
of the Property in common, subject to Section 6.3 below.
1.10 Lease Year. A calendar year (beginning January 1 and extending through
December 31 of that same year). Any portion of a year which is less than a Lease Year;
that is, from the Commencement Date through the next December 31, and from the last
January 1 falling within the Lease Term through the last day of the Lease Term, is defined
as a “partial Lease Year.”
1.11 Proportionate Share. The proportion, expressed as a percentage, which the
gross leasable area in square feet in the Leased Premises, as determined by Landlord,
bears to the total number of constructed gross leasable area in square feet in the
Shopping Center owned by Landlord. Tenant is obligated to pay such proportionate
share of Common Area Costs, as determined by Landlord as of the date that the
computation is made. The computation shall be adjusted by Landlord if additional square
footage of gross leasable area is added to the Shopping Center or to the Leased
Premises. The square footage of the Shopping Center is 87,289 SF and the Leased
Premises is 4,387 SF regardiess of actual square footage.
1.12 Estimated Initial Common Area Costs Payment. $1.50 per Square Foot per
year for Year 1. This is payable in monthly installments along with Base Rent.
1.13 First Month's Rent. Tenant shall pay to Lessor $3,600.00 representing Base
Rent, CAM fees, and Sales Tax due for the First Month’s Rent at the time of the execution
of this Lease.
Initial Ly Initial ie Initial1.14 Hours of Operation. The shopping Center shall be open for business during
hours consistent with the nature of tenant's businesses.
1.15 Lease. This lease and any short form or memorandum thereof. If there is
any inconsistency between this Lease and any short form or memorandum, this Lease
shall control.
ARTICLE 2- GRANTING AND RENT PROVISIONS
2.1 Grant of Premises. In consideration of the obligation of Tenant to pay the rent
and other charges as provided in this Lease and in consideration of the performance by
Tenant of the all terms and provisions of this lease, Landlord hereby leases the Premises
to Tenant during the Lease Term, subject to the terms and provisions of this lease.
2.2 Base Rent. Tenant agrees to pay monthly as Base Rent during the term of this
Lease the sum of money in accordance with Exhibit “C” of this lease, which amount shall
be payable to Landlord at the address shown above or at such other address that
Landlord in writing shall notify Tenant. A monthly installment shall be due and payable
on or before the first day of each calendar month succeeding the Commencement Date
during the term of this Lease, without demand, offset or deduction; provided, if the
Commencement Date should be a date other than the first day of a calendar month, the
monthly rental set forth in Section 1.5 above shall be prorated to the end of that calendar
month, and all succeeding installments of rent shall be payable on or before the first day
of each succeeding calendar month during the term of this Lease. Tenant shall pay, as
additional rent, all other sums due under this Lease including, but not limited to common
area costs, penalties, late payment charges, attorneys fees and merchants association
dues, plus applicable sales or use tax thereon, (the Base Rent and additional rent are
sometimes hereinafter collectively referred to as “Rent’).
2.3 Common Area Costs. $1.50 per Square Foot.
2.4 Percentage Rent. Intentionally deleted.
2.5 Sales Records, Reports and Examinations. Intentionally Deleted
2.6 Definition of Gross Sales. Intentionally deleted.
2.7 Penalty for Failure to Report Sales. Intentionally Deleted
2.8 Late Payment Charge. Other remedies for nonpayment of Rent
notwithstanding, if any monthly Base Rental payment is not received by Landlord on or
before the fifth (5) day of the month for which the Base Rent is due, or if any other
payment hereunder due Landlord by Tenant is not received by Landlord on or before
the fifth (5) day of the month in which Tenant was invoiced or the month for which
payment is due, a late payment charge of ten percent (10%) of such past due amount
shall become due payable as additional rent to such amounts owed under this Lease.
2.9 Security Deposits. The Security Deposit set forth in Section 1.6 shall be held
by Landlord for the performance of Tenant's covenants and obligations under this Lease,
it being expressly understood that the Security Deposit shall not be considered an
advance payment of rental or a measure of Landlord's damage in case of default
hereunder by Tenant, and shall be held by Landiord without payment of any interest
thereon. The Security Deposit may be assigned and transferred by Landlord to the
successor in interest of Landlord and, upon acknowledgment by such successor of
4
Initial fe Initial @ Initialreceipt of such security and its assumption of the obligation to account to Tenant for such
security in accordance with the terms of this Lease, Landlord shall thereby be discharged
of any further obligation relating thereto.
2.10 Relocation Option. If Landlord determines to utilize the Leased Premises for
other purposes during the term of this Lease, Tenant agrees to relocate to other space
in the Property designated by Landlord, provided such other space is of equal or larger
size than the Leased Premises. Landlord shall pay all the reasonable out-of-pocket
expenses of any such relocation, for the expenses of moving and reconstruction of all
Tenant furnished and Landiord furnished improvements. In the event of such relocation,
this Lease shall continue in full force and effect without any change in the terms or
conditions of this Lease, but with the new location substituted for the old location set forth
in Section 1.2 of this lease.
2.11 Holding Over. If Tenant does not vacate the Leased Premises upon the
expiration or earlier termination of this Lease, Tenant shall be applicable during that
period, except that Tenant shall pay Landlord on demand (in addition to additional rent
and any other sums payable under this Lease) as base rental for the period of such
holdover an amount equal to two times the Base Rent which would have been payable
by Tenant had the holdover period been a part of the original term of this lease (without
waiver of Landlord’s right to recover damages as permitted by law). Tenant shall
indemnify Landlord against all claims made by any tenant or prospective tenant against
Landlord resulting from delay by Landlord in delivering possession of the Leased
Premises to such other tenant or prospective tenant, whether caused in whole or in part
by Tenant's holding over.
ARTICLE 3 - OCCUPANCY, USE AND OPERATIONS
3.1 Use and Operation of Tenant's Business. Tenant warrants and represents to
Landlord that the Leased Premises shall be used and occupied only for the purpose set
forth in Section 1.8. Tenant shall occupy the Leased Premises, conduct its agents,
employees, invitees and visitors in such a manner as is lawful, reputable and will not
create a nuisance to other tenants in the Property. Tenant shall in good faith
continuously throughout the Lease Term conduct and carry on its business in the entire
Leased Premises. Tenant shall remain open for business to the general public during
the Hours of Operation set forth in the Rules and Regulations per Exhibit “F’. Tenant
shall at all times operate its business with a fully stocked inventory and in a first-class
manner. Tenant shall not conduct any auction or fire or bankruptcy sale in the Leased
premises. Tenant and its employees and customers shall have the nonexclusive right to
use the Common Area in common with Landlord, other tenants of the Property and other
persons designated by Landlord, subject to reasonable rules and regulations governing
use that Landlord from time to time prescribes. Tenant shall not solicit business,
distribute handbills or display merchandise within the Common Areas, or take any action
which would interfere with the rights of other persons to use the Common Areas. Tenant
shall not permit any operation which emits any odor or matter which intrudes into other
portions of the Property, use any apparatus or machine which makes undue noise or
causes vibration in any portion of the property or otherwise interfere with, annoy or
describe any other tenant in its normal business operations or Landlord in its
management of the Property. Tenant shall neither permit any waste on the Leased
Premises nor allow the Leased Premises to be used in any way which would, in the
opinion of Landiord, be extra hazardous on account of fire or which would in any way
increase or render void the fire insurance on the Property.
Initial dd Initial ¢ 4 /__ Initial10
3.2 Signs. See Exhibit E
3.3 Compliance with Laws, Rules and Regulations. Tenant, at Tenant's sole cost,
and expense, shall comply with all laws, ordinances, orders, rules and regulations of
state, federal, municipal or other agencies or bodies having jurisdiction over the use,
condition or occupancy of the Leased Premises. Tenant shall procure at its own expense
all permits and licenses required for the transaction of its business in the Leased
Premises. Tenant will comply with the rules and regulations of the Property as adopted
by Landiord from time to time; a copy of the current Rules and Regulations is set forth in
Exhibit F attached to this Lease. If Tenant is not complying with such rules and
regulations, or if Tenant is in any way not complying with the terms of this Lease, then,
notwithstanding anything to the contrary contained herein, Landlord may, at its election,
enter the Leased Premises without liability therefore and fulfill Tenant's obligations.
Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur
in effecting compliance with Tenant's obligations and agrees that Landlord shall not be
liable for any damages resulting to Tenant from such action. Landlord shall have the
right at all times to change and amend the rules and regulations in any reasonable
manner as it may deem advisable for the safety, care, cleanliness, preservation of good
order and operation or use of the Property or the Leased Premises. All changes and
amendment to the rules and regulations of the Property will be forwarded by Landlord to
Tenant in writing and shall thereafter be carried out and observed by Tenant and shall
become part of this Lease.
3.4 Inspection. Landlord or its authorized agents shall at any and all reasonable
times have the right to enter the Leased Premises to inspect the same, to supply janitorial
services or any other service to be provided by Landlord, to show the Leased Premises
to prospective mortgagees, purchasers or prospective tenants, and to alter, improve or
repair the Leased Premises or any other portion of the Property. Tenant hereby waives
any claim for abatement or reduction of rent or for any damages for injury or
inconvenience to or interference with Tenant's business, for any loss of occupancy or
use of the Leased Premises, and for any other loss occasioned thereby. Tenant shall
not change Landlord's lock system or in any other manner prohibit Landlord from entering
Leased Premises. Landlord shall have the right at all times to enter the Leased Premises
by any means in the event of an emergency without liability therefore.
3.5 Personal Property and Rent Taxes. Tenant shall be liable for all taxes levied
against leasehold improvements, merchandise, personal property, trade fixtures and all
other taxable property located in the Leases Premises. If any such taxes for which
Tenant is liable are levied against Landlord or Landlord’s property, Tenant shall pay to
Landlord, upon demand, that part of such taxes for which Tenant is liable pursuant to the
terms hereof. Tenant shall pay when due any and all taxes related to Tenant’s use and
operation of its business in the Leased Premises. If applicable in the jurisdiction where
the Leased Premises are situated, Tenant shall pay and be liable for all rental, sales, and
use taxes or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payment to be in addition to all other
payments required to be paid to Landlord by Tenant under the terms” of this lease. Any
such payment shall be paid concurrently with the payment of the rent, additional rent,
operating expenses or other charge upon which the tax is based as set forth above.
3.6 Merchants Association. Intentionally Deleted
ARTICLE 4 — UTILITIES AND SERVICE
4.1 Landlord shall provide or cause to be provided the mains, conduits and other
facilities necessary to supply water, electricity, telephone service and sewage service to
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the Leased Premises. Tenant shall, however, be responsible, at its expense, to make
provisions for connecting or hooking up to such utilities, directly with the appropriate utility
company furnishing same. Landlord shall provide routine maintenance, painting and
electric lighting service for all Common Areas and special service areas of the Property
in the manner and to the extent deemed by Landlord to be standard. Landlord may, in
its sole discretion, provide additional services not enumerated herein. Tenant shall
promptly pay all charges, and deposits for electricity, water, telephone service and
sewage service and other utilities furnished to the Leased Premised. Landlord may, if it
so elects, furnish one or more utility service to Tenant, and in such event, Tenant shall
purchase the use of such services as are tendered by Landlord, and shall pay on demand
the rates established therefore by Landlord which shall not exceed the rates which would
be charged for the same services if furnished to Tenant directly by the local public utility
furnishing the same to the public at large. Landlord may at any time discontinue
furnishing by such service without obligation to Tenant other than to connect the Leased
Premises to the public utility, if any, furnishing such service. Landlord shall not be liable
for any interruption whatsoever in utility services not furnished by it, nor for interruptions
in utility service furnished by it which are due to Acts of God or Force Majeure. Moreover,
Landlord shall not be liable for any interruption of such utility services which continues
during any reasonable period necessary to restore such service upon the occurrence of
any of the foregoing conditions. Tenant shall promptly notify Landlord of any
interruptions in utility service. Failure by Landlord to any extent to provide any services
of Landlord specified herein or any other services not specified, or any cessation thereof,
shall not render Landlord liable in any respect for damages to either person or property,
be construed as an eviction of Tenant, work an abatement of rent or relieve Tenant from
fulfillment of any covenant in this Lease. If any of the equipment or machinery necessary
or useful for provision of any utility services, and for which Landlord is responsible,
breaks down, or for any cause ceases to function properly, Landlord shall use reasonable
diligence to repair the same promptly, but Tenant shall have no claim for rebate of rent
or damages on account of any interruption in service occasioned from the repairs.
Landlord shall not be liable to Tenant for losses to Tenant's property or personal injury
caused by criminal acts or entry by unauthorized persons into the Leased Premises or
the Property.
4.2 Landlord Controls Selection. Notwithstanding the foregoing, if permitted by
Law, Landlord shall have the right at any time and from time to time during the Lease
Term to either contract for service from a different company or companies providing
electricity service (each such company shall hereinafter be referred to as an “Alternative
Service Provider”) or continue to contract for service from the Electric Service Provider.
4.3 Tenant Shall Give Landlord Access. Tenant shall cooperate with Landlord, the
Electric Service Provider, and any Alternative Service Provider at all time and, as
reasonably necessary, shall allow Landlord, Electric Service Provider, and any
Alternative Service Provider reasonable access to the premises electric lines, feeders,
tisers, wiring, and any other machinery within the Premises.
4.4 Landlord Not Responsible for Interruption of Service. Landlord shall in no way
be liable or responsible for any loss, damage, or expenses that Tenant may sustain or
incur by reason of any change, failure, interference, disruption, or defect in the supply or
character of the electric energy furnished to the Premises, or if the quantity or character
of the electric energy supplied by the Electric Service Provider is no longer available or
suitable for Tenant's requirements, and no such change, failure, defect, unavailability, or
unsuitability shall constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under the Lease. ly
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ARTICLE 5 — REPAIRS AND MAINTENANCE
Landlord shall not be required to make any improvements, replacements or repairs
of any kind or character to the Leased Premises during the term of this Lease except as
are set forth in this Article. Landlord shall maintain only the roof, foundation, parking and
Common Areas and the structural soundness of the exterior walls. Landlord's costs of
maintaining and repairing the items set forth in this Article are part of Common Area
costs. Landlord shall not be liable to Tenant, except as expressly provided in this Lease,
for any damage or inconvenience, and Tenant shall not be entitled to any damages nor
to any abatement or reduction of rent by reason of any repairs, alterations or additions
made by Landlord under this Lease. Tenant, at its own cost and expense, shall maintain
the Leased Premises in a first-class condition (except for those portions, if any, that are
the responsibility of Landlord under this Article). Without limiting the generality of the
foregoing, Tenant shall maintain and keep in good repair (including replacement, when
necessary): (a) the interior of the Leased Premises, including walls, floors and ceilings:
(b) all windows and doors, including frames, glass, molding and hardware: (c) all wires
and plumbing within the Leased Premises which serve the Leased Premises as
distinguished from those serving the Shopping Center generally); (d) all signs, air
conditioning and heating equipment, mechanical doors and other mechanical equipment
situated on or in the Leased Premises or serving the Leased Premises (as distinguished
from those serving the Property generally); and | those utility facilities that are not
Landiord’s responsibility hereunder. Tenant shall further make all other repairs to the
Leased Premises made necessary by Tenant's failure to comply with its obligations
under this Section, and shall be solely responsible for any repairs arising out of or
resulting from its negligence or willful misconduct. All fixtures installed by Tenant shall
be new or shall have been completely and recently reconditioned. Tenant shall not allow
any damage to be committed on any portion of the Leased Premises or Property, and at
the termination of this Lease, by lapse of time or otherwise, Tenant shall deliver the
Leased Premises to Landlord in as good condition as existed at the Commencement
Date of this Lease, ordinary wear and tear excepted. The cost and expense of any
repairs necessary to restore the condition of the Leased Premises shall be borne by
Tenant.
ARTICLE 6 — ALTERATIONS AND IMPROVEMENTS
6.1 Construction. If any construction of tenant improvements is necessary for the
initial occupancy of the Leased Premises, such construction shall be accomplished and
the cost of such construction shall be borne by Landlord and/or Tenant in accordance
with a separate “Leasehold Improvements Agreement” (herein so called) between
Landlord and Tenant, a copy of which is attached hereto as Exhibit G. Except as
expressly provided in this lease, or in the Leasehold Improvements Agreement (if any),
Tenant acknowledges and agrees that it is accepting the Leased Premises “as is” and
that Landlord has not undertaken to perform any modification, alteration or improvements
to the Leased Premises, and Tenant further waives any defects in the Leased Premises
and acknowledges and accepts (1) the Leased Premises as suitable for the purpose for
which they are leased and (2) the Property and every part and appurtenance thereof as
being in good and satisfactory condition. Upon the request of Landlord, Tenant shall
deliver to Landlord a completed acceptance of Demised Premises Memorandum in
Landlord’s prescribed form. By taking possession of the Leased Premises Tenant
accepts the condition of the same and waives any claims against the Landlord for defects
in, or nonperformance of, the condition of the Leased Premises and the Landlord’s work
described in Exhibit G.
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6.2 Tenant Improvemenis. Tenant shall not make or allow to be made any
alterations, physical additions or improvements in or to the Leased Premises without first
obtaining the written consent of Landlord, which consent may in the sole and absolute
discretion of Landlord be denied, or qualified. Tenant shail furnish complete plans and
specifications for any proposed alteration, addition or improvement for review and
approval by Landlord. Any alterations, physical additions or improvements to the Leased
Premises made by or installed by either party hereto shall remain upon and be
surrendered with the Leased Premises and become the property of Landlord upon the
expiration or earlier termination of this Lease without credit to Tenant; provided, however,
Landlord, at its option, may require Tenant to remove any physical improvements or
additions and/or repair any alterations in order to restore the Leased Premises to the
condition existing at the time Tenant took possession, all costs of removal and/or
alterations to be borne by Tenant. This clause shall not apply to moveable equipment,
furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant
at the end of the term of this Lease if Tenant is not then in default and if such equipment
and furniture are not then subject to any other rights, liens and interests of Landlord.
Tenant shall have no authority or power, express or implied, to create or cause any
mechanic's or materialmen’s lien, charge or encumbrance of any kind against the Leased
Premises, the Property or any portion thereof and the interest of the Landlord shall not
be subject to liens for improvements made by the Tenant, and Tenant shall so inform
any party with whom it contracts for labor or materials for the Leased Premises. Tenant
acknowledges that it has been advised by Landlord that Landlord has recorded (or will
record upon taking title to said Land) a Notice of Limitation Upon Liens, in form as
attached hereto as Exhibit H, in the public records for the purpose of giving constructive
notice of this provision. Tenant shall promptly cause any such liens that have arisen by
reason or any work claimed to have been undertaken by or through Tenant to be
released by payment, bonding or otherwise within thirty (30) days after request by
Landlord, and shall indemnify Landlord against any costs or expenses arising out of any
such claim (including, without limitation, legal fees and court costs).
Tenant shall make no improvements or additions to the Leased Premises without
first providing Landlord with evidence of insurance in force in such types, amounts, form
and content acceptable to Landlord. Such insurance shall (except for workmen’s
compensation insurance) name Landlord as an additional insured and shall include,
without limitation, liability, builders risk and workmens’ compensation insurance.
6.3 Common and Service Areas. Landlord may close any part of the Common
Area to make repairs or alterations. Landlord may unilaterally change, alter, relocate,
remove or replace any buildings comprising the Shopping Center, and may construct
additional buildings or additional stores in existing buildings or other improvements on
the Property. Landlord may close, alter, relocate or remove Common Areas, and may
place, inspect, repair and replace in the Leased Premises (below floors, above ceilings
or next to columns) utility lines, pipes and the like to serve other areas of the Property
outside the Leased Premises and otherwise alter or modify the Property for such
purposes, and, during the continuance of any such work, to take such measures for
safety or for the expediting of such work as may be required, in Landlord’s judgment, all
without affecting any of Tenant's obligations hereunder. The Common Area shall be
under Landlord’s sole operation and control. Tenant acknowledges that Landlord may
be required to grant to major tenants of the Property the right to display and sell
merchandise and services on portions of the Common Area, and the rights herein
granted to Tenant shall be inferior to any such rights granted to major tenants. Tenant
shall be responsible for and shall indemnify and hold Landlord harmless from any liability,
loss or damage in whole or in part arising out of or caused by Tenant, its employees,
subtenants, licensees, concessionaires, agents, suppliers, vendors, or service
contractors, to any part of the Common Area, or the Property whether such damages be
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structural or non structural. if, in the opinion of Landlord, it becomes necessary from
time to time to designate certain sections within the Common Area for use as parking
spaces by Tenant and Tenant’s directors, officers, employees agents and
concessionaires, then Tenant, upon notice from Landlord, shall use and shall require its
directors, officers, employees, agents and concessionaires to use only such sections
within the Common Area for parking purposes.
ARTICLE 7 —- CASUALTY AND INSURANCE
7.1 Destruction: Tenant shail give Landlord immediate notice of any change or
destruction to the Leased Premises by fire or other casualty. Following such damage or
destruction to the Leased Premises, at Landlord’s sole option, either (i) this Lease shall
terminate, and, in such case, the rent shall be abated for the unexpired portion of the
Lease effective as of the date of the written notification, or (ii) this Lease shall not
terminate, and Landlord shall proceed, to the extent of insurance proceeds actually
received by Landlord after the exercise by any mortgagee of the Property of any option
to apply proceeds against Landlord’s debt to such mortgagee, with reasonable diligence
to rebuild or repair the Shopping Center or other improvements to substantially the same
condition in which they existed prior to the damage. If the Leased Premises are to be
rebuilt or repaired and are untenantable in whole or in part following the damage, and
the damage or destruction was not caused or contributed to by act or negligence of
Tenant, its agents, employees invitees or those for whom Tenantis responsible, the Base
Rent payable under this Lease during the period for which the Leased Premises are
untenantable shall be reduced to an amount determined by multiplying the Base Rent
that would otherwise by payable but for this provision by the ratio that the portion of the
Leased Premises not rendered untenantable bears to the total net rentable area of the
Leased Premises prior to the casualty. Landlord’s obligation to rebuild or restore under
this Section shall be limited to restoring the Leased Premises to substantially the
condition in which the same existed prior to the casualty, exclusive of improvements for
which Tenant is responsible under the terms of the Leasehold Improvements, if any,
described above in Section 6.1, and Tenant shall, promptly, after the completion of such
work by Landlord, proceed with reasonable diligence and at Tenant's sole cost and
expense to restore those improvements for which Tenant is responsible under the terms
of such Leasehold Improvements Agreement to substantially the condition in which the
same existed prior to the casualty and to otherwise make the Leased Premises suitable
for Tenant's use. If Landlord fails to substantially complete the necessary repairs or
rebuilding within one hundred eighty (180) working days from the date of Landlord's
receipt of written notification by Tenant of the destruction, Tenant may at its option,
terminate this Lease by delivering written notice of termination to Landlord, whereupon
all rights and obligations under this Lease shall cease to exist. For purposes of this
lease, a “working” day means every weekday, except for holidays recognized as such by
Landlord.
7.2 Property insurance. Landlord shall insure loss or damage to the Property, and
may pass through the cost of such insurance to Tenant as part of the Common Area
Expenses. Tenant shall have no right in or claim to the proceeds of any policy of
insurance maintained by Landlord, if any, even a portion of the cost of such insurance is
borne by Tenant as set forth in Article 2. Landlord shall have the right to self-insure
against the risk of loss or damage to the Property, but in such event Landlord shall not
be entitled to pass through the cost of property insurance to Tenant which Landlord would
have incurred had it not self-insured. Landlord shall not be obligated in any way or
manner to insure any personal property (including, but not limited to, any furniture,
machinery, goods or supplies) of Tenant upon or within the Leased Premises, any
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fixtures installed or paid for by Tenant upon or within the Leased Premises, or any
improvements which Tenant may construct on the Leased Premises. Tenant at all times
during the term of this Lease shall, at its own expense, keep in full force and effect
insurance against fire and such other risks as are from time to time included in standard
all-risk insurance (including coverage against vandalism and malicious mischief) for the
full insurable value of Tenant's trade fixtures, furniture, supplies and all items of personal
property of Tenant located on or within the Leased Premises. if an increase in any
insurance premiums paid by Landlord for the Property is caused by Tenant's use of the
Leased Premises in a manner other than as set forth in Section 1.8, or if Tenant vacates
the Leased Premises and causes an increase in such premiums, Tenant shall pay to
Landlord within ten (10) days after receipt of Landlord’s invoice therefore, the amount of
such increase, which shall be additional rent hereunder.
7.3 Waiver of Subrogation. Anything in this lease to the contrary notwithstanding,
Landiord and Tenant hereby waive and release each other of and from any and all right
of recovery, claim, action or cause of action, against each other, their agents, officers
and employees, for any loss or damage that may occur to the Leased Premises,
improvements to the property, or personal property within the Property, by reason of fire
or the elements, regardless of cause or origin, including negligence of Landlord or Tenant
and their agents, officers and employees, but only to the extent that such loss or damage
is actually covered by insurance and only to the extent that the insured party has received
insurance proceeds therefore, Landlord and Tenant agree immediately to give their
respective insurance companies which have issued policies of insurance covering all risk
of direct physical loss, written notice of the terms of the mutual waivers contained in this
Section, and to have the insurance policies properly endorsed, if necessary, to prevent
the invalidation of the insurance coverage’s by reason of the mutual waivers.
7.4 Hold Harmless. Landlord shall not be liable to Tenant's customers, employees,
agents, guests or invitees, or to any other person whomsoever, for any injury to person
or damage to property on or about the Leased Premises or the Common Area, including
but not limited to, consequential damage, in whole or in part caused by or arising out of
(1) any act or omission of Tenant, its employees, customers, subtenants, licensees and
concessionaires or of any other person entering the Property or the Leased Premises by
express or implied invitation of Tenant, or (2) the use of the Leased Premises or the
Property by Tenant, its employees, customers, subtenants, licensees, concessionaires
or invitees, or (3) any breach or default by Tenant in the performance of its obligations
hereunder, or (4) the improvements located in the Leased Premises becoming out of
repair or by defect in or failure of equipment, pipes, or wiring, or by broken glass, or by
the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or
flowing into the Leased Premises or Property, or (5) the failure or cessation of any
service provided by landlord (including security service and devices), or (6) the
construction and installation of any alterations, physical additions or improvements in
and to the Leased Premises by Tenant and Tenant's agents, contractors and
subcontractors, and Tenant hereby agrees to indemnify Landlord and hold Landlord
harmless from any liability, loss, expense or claim (including, but not limited to
reasonable attorneys’ and paralegals’ fees) in whole or in part arising out of such
damage or injury. Landlord shall not be liable to Tenant for any loss or damage that may
be occasioned by or through the acts or omissions of other tenants of the Property or of
any other persons whomsoever, excepting only liability caused solely by duly authorized
employees and agents of Landlord acting within the scope of their authority. Further,
Tenant specifically agrees to be responsible for and indemnify and hold Landlord
harmless from any and all damages or expenses of whatever kind in whole or in part
arising out of or caused by a burglary, theft, vandalism, malicious mischief or other illegal
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Initial |e Initial ke Initialacts performed in, at or from the Leased Premises. Tenant's obligations under this
Subparagraph 7.4 shall survive the termination of this lease.
7.5 Tenant Improvements. Tenant shall at its expense carry those types of
insurance required under this Lease hereof in connection with any alterations, physical
additions or improvements in and to the Leased Premises made by Tenant.
7.6 Liability Insurance. Tenant shall at its expense obtain and keep in force during
the term of this Lease comprehensive general liability insurance with a combined single
limit of not less than $1,000,000 per occurrence for bodily injury and property damage,
insuring both Landlord and Tenant against liability arising out of Tenant's use of
occupancy of the Leased Premises, including without limitation the Common Areas and
any other areas appurtenant thereto. Such insurance shall contain endorsements for the
following coverage’s: (a) contractual liability insurance relating to all obligations of
Tenant pursuant to this Lease, including its indemnification of Landlord: (b) automobile
coverage: and c) employee liability.
if the nature of Tenant's operation is such as to place any or all of its employees
under the coverage of workmen’s compensation or similar statutes, Tenant shall also
keep in force, at Tenant's expense, workmen’s compensation or similar insurance
affording statutory coverage and containing statutory limits.
7.7 insurance Requirements. All insurance policies or duly executed certificates
for the same required to be carried by Tenant under this Lease, together with satisfactory
evidence of the payment of the premium thereof, shall be deposited with Landlord on the
date Tenant first occupies the Leased Premises and upon renewals of such policies not
less than fifteen (15) days prior to the expiration of the term of such coverage. All
insurance required to be carried by Tenant under this Lease shall be in form and content,
and written by insurers acceptable to Landlord, in its sole discretion. All policies shall
provide that they may not be modified or terminated without thirty (30) days’ prior written
notice to Landlord. If Tenant shall fail to comply with any of the requirements contained
relating to insurance, Landlord may obtain such insurance and Tenant shall pay to
Landlord, on demand as additional rent hereunder, the premium cost thereof.
7.8 Hazardous Material. Throughout the term of this Lease, Tenant shall prevent
the presence, use, generation, release, discharge, storage, disposal, or transportation of
any Hazardous Materials (as hereinafter defined) on, under, in above, to, out from the
Leased Premises other than in strict compliance with all applicable federal, state, and
local laws, rules regulations, and orders. For purposes of this provision, the term
“Hazardous Materials” shall mean and refer to any wastes, materials, or other
substances of any kind or character that are or become regulated as hazardous or toxic
waste or substances, or which require special handling or treatment, under any
applicable local, state or federal law, rule, regulation, or order. Tenant shall indemnify,
defend, and hold harmless Landlord and, as applicable, Landlord's officers, directors,
shareholders, employees and partners from and against (a) any loss, cost, expense,
claim, or liability arising out of any investigation, monitoring, clean-up, containment,
removal, storage, or restoration work (herein referred to as “Remedial Work") required
by, or incurred by Landlord or any other person or party in a reasonable belief that such
Remedial Work is required by any applicable federal, state or local law, rule, regulation
or order, or by a governmental agency, authority, political subdivision having jurisdiction
over the Leased Premises, and (b) any claims of third parties for loss, injury, expense,
or damage in the case of (a) arising out of the presence, release, or discharge of any
Hazardous Materials on, under, in, above, to, or from the Leased Premises caused in
whole or in part by any act or omission of Tenant, its employees, subtenants, licensees,
concessionaires, agents suppliers, vendors, or service contractors. In the event any
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Remedial Work is so required under any applicable federal, state, or local law, rule,
regulation or order, Tenant shall promptly perform or cause to be performed such
Remedial Work in compliance with such law, rule, regulation, or order. In the event
Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to
prosecute diligently the Remedial Work to completion, such failure shall constitute an
event of default on the part of Tenant under the terms of this Lease, and Landlord, in
addition to any other rights or remedies afforded it hereunder, may, but shall not be
obligated to, cause the Remedial Work to be performed, and Tenant shall promptly
reimburse Landlord for the cost and expense thereof upon demand.
ARTICLE 8 - CONDEMNATION
if all or a portion of the Leased Premises shall be taken for any public or quasi
public use under any governmental law, ordinance or regulation, or by right of eminent
domain or by purchase in lieu thereof, this Lease shall at the option of Landlord, either
(i) terminate and the rent shall be abated during the unexpired portion of this Lease
effective on the date physical possession is taken by the condemnation authority, or (ii)
this Lease shall not terminate and Landlord shall restore and reconstruct, to the extent
of condemnation proceeds (excluding any proceeds for land) actually received after the
exercise by any mortgagee of the Property of an option to apply such proceeds against
Landlord’s debt to such mortgagee, the Property and other improvements on the Leased
Premises to the extent necessary to make it reasonably tenantable. The Base Rent
payable under this Lease during the unexpired portion of the term shall be reduced to an
amount determined by Landlord by multiplying the Base Rent that would otherwise be
payable for this provision by the ratio that the portion of the Leased Premises not
rendered untenantable, in Landlord’s judgment, bears to the total net rentable area of
the Leased Premises prior to the casualty. {f Landlord fails to substantially complete
such restoration and reconstruction within one hundred and eighty (180) working days of
the date of physical possession by the condemning authority, Tenant may at its option
terminate this Lease by delivering written notice of termination to Landlord, whereupon
all rights and obligations of this Lease shall cease to exist. All compensation awarded
for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a
part of the Leased Premises, shall be the sole property of Landlord (whether such award
is compensation for damages to Landlord’s or Tenant's interest in the Leased Premises).
And Tenant hereby assigns all of its interest in any such award to Landlord; provided,
however, Landiord shall have no interest in any award made specifically to Tenant for
loss of business or for taking of Tenant's fixtures and other property within the Leased
Premises if a separate award for such items is made to Tenant and if such separate
award does not reduce Landlord’s award.
ARTICLE 9 — ASSIGNMENT OR SUBLEASE
9.1 Assignment by Tenant, Landlord. Tenant shall not assign, in whole or in part,
this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise
(including without limitation by merger, dissolution or transfer of a controlling interest in
any partnership or corporate Tenant, which merger, dissolution or transfer shall be
deemed an assignment) or mortgage or pledge the same, or sublet the Leased Premises,
in whole or in part, without the prior written consent of Landlord, and in no event shall
any such assignment or sublease ever release Tenant or any Guarantor from any
obligation or liability hereunder. No assignee or sublessee of the Leased Premises or
any portion thereof may assign or sublet the Leased Premises or any portion thereof.
Landlord shall have the right to sell, transfer or assign, in whole or in part, its rights and
obligations under this Lease and in the Property. Any such sale, transfer or assignment
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Filing # 82795043 E-Filed 01/03/2019 12:21:20 PM IN THE CIRCUIT COURT OF THE FIFTH JUDICIAL CIRCUIT OF FLORIDA IN AND FOR MARION COUNTY, FLORIDA ) TREASURE ISLAND CAFE, LLC, ) ) CASE NO.: 18-CC-0702 Plaintiff, y ) v. ) ) SKYLARK-SCHIPPERS, LLC, ) ) Defendant. ) DD NOTICE OF FILING COMES NOW the Plaintiff, TREASURE ISLAND CAFE, LLC, by and through his undersigned attorney, files this Notice Of Filing of Lease Agreement which is Exhibit A as a part of the Plaintiff's Complaint. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been electronically filed with the Clerk’s Office in and for Marion County by using the Florida Courts E-Filing Portal which will send a notice of electronic filing to: Edwin A. Green, III, Esquire (tgreen@bmaklaw.com and Jealdwell@bmaklaw.com). /s/ Haksoo Stephen Lee HAKSOO STEPHEN LEE ATTORNEY AT LAW Bar No. 88698 Lee Law Group, PLLC 3804 West North B Street Tampa, Florida 33609 Primary email: hlee@flrights.com Secondary email: info@frights.com Phone: (813) 606-4533 Fax: (813) 606-4500 Electronically Filed Marion Case # 18CC000702AX 01/03/2019 12:21:20 PMEXHIBIT ATENANT NAME: Treasure Island Cafe, LLC SUITE: 203 RETAIL LEASE Skylark Plaza at Ocala, LLC ig Initial Initial GQ TnitialLEASE INDEX ARTICLE 1. BASIC LEASE TERMS 1.1 Shopping Center 1.2 Leased Premises 1.3 Lease Term 1.4 Commencement Date 1.5 Base Rent 1.6 Security Deposit 1.7. Addresses 1.8 Permitted Use 1.9 Common Areas 1.10 Lease Year 1.11 Proportionate Share 1.12 Estimated Initial Common Area Costs Payment 1.13 Guarantor 1.14 Hours of Operation 1.15 Lease 2. GRANTING AND RENT PROVISIONS 2.1 Grant of Premises 2.2 Base Rent 2.3 Common Area Costs 2.4 Percentage Rent 2.5 Sales Records, Reports and Examinations 2.6 Definition of Gross Sales 2.7 Penalty for Failure to Report Sales 2.8 Late Payment Charge 2.9 Security Deposits 2.10 Relocation Option 2.11 Holding Over 3. | OCCUPANCY, USE, OPERATIONS 3.1. Use and Operation of Tenant’s Business 3.2 Signs 3.3. Compliance with Laws, Rules ani gulations Initial J Initial Initial10. 41. 3.4 Inspection 3.5 Personal Property and Rent Taxes 3.6 Merchants Association UTILITIES AND SERVICE 41 Utilities Provided By Landlord 4.2 Landlord Controls Selection 4.3 Tenant Shall Give Landlord Access 4.4 Landlord Not Responsible for Interruption of Service REPAIRS AND MAINTENANCE ALTERATIONS AND IMPROVEMENTS 6.1 Construction 6.2. Tenant Improvements 6.3 Common and Service Area CASUALTY AND INSURANCE 7.1 Destruction 7.2 Property Insurance 7.3 Waiver of Subrogation 7.4. Hold Harmless 7.5 Tenant improvements 7.6 Liability Insurance 7.7 Insurance Requirements 7.8 Hazardous Materials CONDEMNATION ASSIGNMENT OR SUBLEASE 9.1 Assignment by Tenant, Landlord 9.2 Rights of Mortgagee, Estoppel Letters, Attornment LIEN 10.1 Landlord’s Lien 10.2 Uniform Commercial Code DEFAULT AND REMEDIES 11.1 Default by Tenant 11.2 Remedies for Tenant's Default 11.3 Default by Landlord 11.4 Remedies for Landlord's Default 11.5 Limitation on Right of Recovery 11.6 Notice for Mortgagees DEFINITIONS AND MISC. MATTERS - ) Initial Ap Initial & __ Initial12.1 Abandon 12.2 Act of God or Force Majeure 12.3. Waiver 12.4 Attorney's Fees 12.5 Successors 12.6 Interpretations: Severability 12.7 Notices 12.8 Multiple Tenants 12.9 Landlord’s Liability 12.10 Time is of the Essence 12.11 Entire Agreement 12.12 Amendment 12.13 Limitations of Warranties 12.14 Waiver and Releases 12.15 Radon Gas Disclosure 12.16 Brokerage Commissions 12.17 Restrictions 12.18 Exhibits 12.19 Waiver of Jury Trial Initial AG] Initial 4 Initial“ne “BP Cc “oO” “Ee” ope “” “up “yr INDEX OF EXHIBITS LEGAL DESCRIPTION OF LAND SITE PLAN OF SHOPPING CENTER RENT SCHEDULE GUARANTY OF LEASE SIGN CRITERIA RULES AND REGULATIONS LEASEHOLD IMPROVEMENTS AGREEMENT NOTICE OF LIMITATION UPON LIENS LEASE SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT LEASE RATIFICATION AGREEMENT AND ESTOPPEL CERTIFICATE Initial ob Initial GL InitialSkylark Plaza at Ocala, LLC Ocala, FLORIDA THIS LEASE, made as of March ___, 2017, by and between Skylark Plaza at Ocala, LLC (“Landlord”) and Treasure Island Cafe, LLC (“Tenant’). ARTICLE 1 —- BASIC LEASE TERMS. For the purpose of this Lease, the following terms shall have the meanings set forth below: 1.1. Shopping Center. The Shopping Center (including the Leased Premises/Premises) known as Skylark Plaza at Ocala, LLC located on that tract of land (the “Land”) described on Exhibit A hereto, together with all other buildings, structures, fixtures and other improvements located thereon from time to time, being presently as. depicted on the site plan attached hereto as Exhibit B. The Shopping Center and the Land are collectively referred to herein as the “Property”. 1.2 Leased Premises. The floor space and interior wall and ceiling space of that portion of the Shopping Center, together with the non-exclusive right to use the Common Area as defined in Paragraph 1.9, hereof, resulting in approximately 4,387 SF rentable square feet. The Leased Premises mailing address is identified as: 1601 NE 25th Avenue, Suite #203, Ocala, FL 34470 1.3 Lease Term. Three (3) years and Five (5) months, beginning on the Lease Commencement Date of April 15, 2017 and ending on July 15, 2020. 1.4 Rent Commencement Date. September 15, 2017 1.5 Base Rent. Rent shall be as set forth in the Rent Schedule attached hereto as Exhibit C and are payable in monthly installments, plus applicable sales or use tax thereon. 1.6 Security Deposit. $3,600.00 due at the time of the execution of this Lease. 1.7 Addresses: Landlord’s Address Skylark Plaza at Ocala, LLC clo Frank Silverman 3662 Avalon Park E. Blvd. Suite 201 Orlando, Florida 32828 Initial Gy InitialTenant's Address Treasure Island Cafe, LLC Gary Gustafson 16249 Cortez Blvd, Brooksville, FL 34601 Landlord and Tenant, by written notice to the other may change from time to time the foregoing addresses, and Landlord, by written notice to Tenant, may notify Tenant from time to time of the appointment of a Shopping Center Manager and such Manager's address. 1.8 Permitted Use. Lessee shall use and occupy the Premises for the operation of an Internet Café. Tenant shall not use, nor occupy the Premises for any other purposes without Landlord's prior written consent, which may be withheld in Landlord’s sole discretion. Tenant hereby acknowledges that its use was a material inducement for Landlord entering into this Lease, and that a key factor in the economic success of the Shopping Center is an appropriate tenant mix. Landlord in its sole discretion shall determine the appropriate mix of tenants and uses for the Shopping Center. Furthermore, Lessee shall not interfere with, nor violate the use rights of, nor conduct any activity which may injure or annoy other lessees within Shopping Center, nor use or occupy the Premises in violation of any law, ordinance, government regulation or directive. Lessee shall have exclusive use as an Internet Café, no other Internet Café will be permitted in the Shopping Center. 1.9 Common Areas. Such parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas situated on or in Property which are designated by Landlord, from time to time, for use by all tenants of the Property in common, subject to Section 6.3 below. 1.10 Lease Year. A calendar year (beginning January 1 and extending through December 31 of that same year). Any portion of a year which is less than a Lease Year; that is, from the Commencement Date through the next December 31, and from the last January 1 falling within the Lease Term through the last day of the Lease Term, is defined as a “partial Lease Year.” 1.11 Proportionate Share. The proportion, expressed as a percentage, which the gross leasable area in square feet in the Leased Premises, as determined by Landlord, bears to the total number of constructed gross leasable area in square feet in the Shopping Center owned by Landlord. Tenant is obligated to pay such proportionate share of Common Area Costs, as determined by Landlord as of the date that the computation is made. The computation shall be adjusted by Landlord if additional square footage of gross leasable area is added to the Shopping Center or to the Leased Premises. The square footage of the Shopping Center is 87,289 SF and the Leased Premises is 4,387 SF regardiess of actual square footage. 1.12 Estimated Initial Common Area Costs Payment. $1.50 per Square Foot per year for Year 1. This is payable in monthly installments along with Base Rent. 1.13 First Month's Rent. Tenant shall pay to Lessor $3,600.00 representing Base Rent, CAM fees, and Sales Tax due for the First Month’s Rent at the time of the execution of this Lease. Initial Ly Initial ie Initial1.14 Hours of Operation. The shopping Center shall be open for business during hours consistent with the nature of tenant's businesses. 1.15 Lease. This lease and any short form or memorandum thereof. If there is any inconsistency between this Lease and any short form or memorandum, this Lease shall control. ARTICLE 2- GRANTING AND RENT PROVISIONS 2.1 Grant of Premises. In consideration of the obligation of Tenant to pay the rent and other charges as provided in this Lease and in consideration of the performance by Tenant of the all terms and provisions of this lease, Landlord hereby leases the Premises to Tenant during the Lease Term, subject to the terms and provisions of this lease. 2.2 Base Rent. Tenant agrees to pay monthly as Base Rent during the term of this Lease the sum of money in accordance with Exhibit “C” of this lease, which amount shall be payable to Landlord at the address shown above or at such other address that Landlord in writing shall notify Tenant. A monthly installment shall be due and payable on or before the first day of each calendar month succeeding the Commencement Date during the term of this Lease, without demand, offset or deduction; provided, if the Commencement Date should be a date other than the first day of a calendar month, the monthly rental set forth in Section 1.5 above shall be prorated to the end of that calendar month, and all succeeding installments of rent shall be payable on or before the first day of each succeeding calendar month during the term of this Lease. Tenant shall pay, as additional rent, all other sums due under this Lease including, but not limited to common area costs, penalties, late payment charges, attorneys fees and merchants association dues, plus applicable sales or use tax thereon, (the Base Rent and additional rent are sometimes hereinafter collectively referred to as “Rent’). 2.3 Common Area Costs. $1.50 per Square Foot. 2.4 Percentage Rent. Intentionally deleted. 2.5 Sales Records, Reports and Examinations. Intentionally Deleted 2.6 Definition of Gross Sales. Intentionally deleted. 2.7 Penalty for Failure to Report Sales. Intentionally Deleted 2.8 Late Payment Charge. Other remedies for nonpayment of Rent notwithstanding, if any monthly Base Rental payment is not received by Landlord on or before the fifth (5) day of the month for which the Base Rent is due, or if any other payment hereunder due Landlord by Tenant is not received by Landlord on or before the fifth (5) day of the month in which Tenant was invoiced or the month for which payment is due, a late payment charge of ten percent (10%) of such past due amount shall become due payable as additional rent to such amounts owed under this Lease. 2.9 Security Deposits. The Security Deposit set forth in Section 1.6 shall be held by Landlord for the performance of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damage in case of default hereunder by Tenant, and shall be held by Landiord without payment of any interest thereon. The Security Deposit may be assigned and transferred by Landlord to the successor in interest of Landlord and, upon acknowledgment by such successor of 4 Initial fe Initial @ Initialreceipt of such security and its assumption of the obligation to account to Tenant for such security in accordance with the terms of this Lease, Landlord shall thereby be discharged of any further obligation relating thereto. 2.10 Relocation Option. If Landlord determines to utilize the Leased Premises for other purposes during the term of this Lease, Tenant agrees to relocate to other space in the Property designated by Landlord, provided such other space is of equal or larger size than the Leased Premises. Landlord shall pay all the reasonable out-of-pocket expenses of any such relocation, for the expenses of moving and reconstruction of all Tenant furnished and Landiord furnished improvements. In the event of such relocation, this Lease shall continue in full force and effect without any change in the terms or conditions of this Lease, but with the new location substituted for the old location set forth in Section 1.2 of this lease. 2.11 Holding Over. If Tenant does not vacate the Leased Premises upon the expiration or earlier termination of this Lease, Tenant shall be applicable during that period, except that Tenant shall pay Landlord on demand (in addition to additional rent and any other sums payable under this Lease) as base rental for the period of such holdover an amount equal to two times the Base Rent which would have been payable by Tenant had the holdover period been a part of the original term of this lease (without waiver of Landlord’s right to recover damages as permitted by law). Tenant shall indemnify Landlord against all claims made by any tenant or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the Leased Premises to such other tenant or prospective tenant, whether caused in whole or in part by Tenant's holding over. ARTICLE 3 - OCCUPANCY, USE AND OPERATIONS 3.1 Use and Operation of Tenant's Business. Tenant warrants and represents to Landlord that the Leased Premises shall be used and occupied only for the purpose set forth in Section 1.8. Tenant shall occupy the Leased Premises, conduct its agents, employees, invitees and visitors in such a manner as is lawful, reputable and will not create a nuisance to other tenants in the Property. Tenant shall in good faith continuously throughout the Lease Term conduct and carry on its business in the entire Leased Premises. Tenant shall remain open for business to the general public during the Hours of Operation set forth in the Rules and Regulations per Exhibit “F’. Tenant shall at all times operate its business with a fully stocked inventory and in a first-class manner. Tenant shall not conduct any auction or fire or bankruptcy sale in the Leased premises. Tenant and its employees and customers shall have the nonexclusive right to use the Common Area in common with Landlord, other tenants of the Property and other persons designated by Landlord, subject to reasonable rules and regulations governing use that Landlord from time to time prescribes. Tenant shall not solicit business, distribute handbills or display merchandise within the Common Areas, or take any action which would interfere with the rights of other persons to use the Common Areas. Tenant shall not permit any operation which emits any odor or matter which intrudes into other portions of the Property, use any apparatus or machine which makes undue noise or causes vibration in any portion of the property or otherwise interfere with, annoy or describe any other tenant in its normal business operations or Landlord in its management of the Property. Tenant shall neither permit any waste on the Leased Premises nor allow the Leased Premises to be used in any way which would, in the opinion of Landiord, be extra hazardous on account of fire or which would in any way increase or render void the fire insurance on the Property. Initial dd Initial ¢ 4 /__ Initial10 3.2 Signs. See Exhibit E 3.3 Compliance with Laws, Rules and Regulations. Tenant, at Tenant's sole cost, and expense, shall comply with all laws, ordinances, orders, rules and regulations of state, federal, municipal or other agencies or bodies having jurisdiction over the use, condition or occupancy of the Leased Premises. Tenant shall procure at its own expense all permits and licenses required for the transaction of its business in the Leased Premises. Tenant will comply with the rules and regulations of the Property as adopted by Landiord from time to time; a copy of the current Rules and Regulations is set forth in Exhibit F attached to this Lease. If Tenant is not complying with such rules and regulations, or if Tenant is in any way not complying with the terms of this Lease, then, notwithstanding anything to the contrary contained herein, Landlord may, at its election, enter the Leased Premises without liability therefore and fulfill Tenant's obligations. Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations and agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. Landlord shall have the right at all times to change and amend the rules and regulations in any reasonable manner as it may deem advisable for the safety, care, cleanliness, preservation of good order and operation or use of the Property or the Leased Premises. All changes and amendment to the rules and regulations of the Property will be forwarded by Landlord to Tenant in writing and shall thereafter be carried out and observed by Tenant and shall become part of this Lease. 3.4 Inspection. Landlord or its authorized agents shall at any and all reasonable times have the right to enter the Leased Premises to inspect the same, to supply janitorial services or any other service to be provided by Landlord, to show the Leased Premises to prospective mortgagees, purchasers or prospective tenants, and to alter, improve or repair the Leased Premises or any other portion of the Property. Tenant hereby waives any claim for abatement or reduction of rent or for any damages for injury or inconvenience to or interference with Tenant's business, for any loss of occupancy or use of the Leased Premises, and for any other loss occasioned thereby. Tenant shall not change Landlord's lock system or in any other manner prohibit Landlord from entering Leased Premises. Landlord shall have the right at all times to enter the Leased Premises by any means in the event of an emergency without liability therefore. 3.5 Personal Property and Rent Taxes. Tenant shall be liable for all taxes levied against leasehold improvements, merchandise, personal property, trade fixtures and all other taxable property located in the Leases Premises. If any such taxes for which Tenant is liable are levied against Landlord or Landlord’s property, Tenant shall pay to Landlord, upon demand, that part of such taxes for which Tenant is liable pursuant to the terms hereof. Tenant shall pay when due any and all taxes related to Tenant’s use and operation of its business in the Leased Premises. If applicable in the jurisdiction where the Leased Premises are situated, Tenant shall pay and be liable for all rental, sales, and use taxes or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payment to be in addition to all other payments required to be paid to Landlord by Tenant under the terms” of this lease. Any such payment shall be paid concurrently with the payment of the rent, additional rent, operating expenses or other charge upon which the tax is based as set forth above. 3.6 Merchants Association. Intentionally Deleted ARTICLE 4 — UTILITIES AND SERVICE 4.1 Landlord shall provide or cause to be provided the mains, conduits and other facilities necessary to supply water, electricity, telephone service and sewage service to fig Initial (GY Initial @ / Initial1 the Leased Premises. Tenant shall, however, be responsible, at its expense, to make provisions for connecting or hooking up to such utilities, directly with the appropriate utility company furnishing same. Landlord shall provide routine maintenance, painting and electric lighting service for all Common Areas and special service areas of the Property in the manner and to the extent deemed by Landlord to be standard. Landlord may, in its sole discretion, provide additional services not enumerated herein. Tenant shall promptly pay all charges, and deposits for electricity, water, telephone service and sewage service and other utilities furnished to the Leased Premised. Landlord may, if it so elects, furnish one or more utility service to Tenant, and in such event, Tenant shall purchase the use of such services as are tendered by Landlord, and shall pay on demand the rates established therefore by Landlord which shall not exceed the rates which would be charged for the same services if furnished to Tenant directly by the local public utility furnishing the same to the public at large. Landlord may at any time discontinue furnishing by such service without obligation to Tenant other than to connect the Leased Premises to the public utility, if any, furnishing such service. Landlord shall not be liable for any interruption whatsoever in utility services not furnished by it, nor for interruptions in utility service furnished by it which are due to Acts of God or Force Majeure. Moreover, Landlord shall not be liable for any interruption of such utility services which continues during any reasonable period necessary to restore such service upon the occurrence of any of the foregoing conditions. Tenant shall promptly notify Landlord of any interruptions in utility service. Failure by Landlord to any extent to provide any services of Landlord specified herein or any other services not specified, or any cessation thereof, shall not render Landlord liable in any respect for damages to either person or property, be construed as an eviction of Tenant, work an abatement of rent or relieve Tenant from fulfillment of any covenant in this Lease. If any of the equipment or machinery necessary or useful for provision of any utility services, and for which Landlord is responsible, breaks down, or for any cause ceases to function properly, Landlord shall use reasonable diligence to repair the same promptly, but Tenant shall have no claim for rebate of rent or damages on account of any interruption in service occasioned from the repairs. Landlord shall not be liable to Tenant for losses to Tenant's property or personal injury caused by criminal acts or entry by unauthorized persons into the Leased Premises or the Property. 4.2 Landlord Controls Selection. Notwithstanding the foregoing, if permitted by Law, Landlord shall have the right at any time and from time to time during the Lease Term to either contract for service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an “Alternative Service Provider”) or continue to contract for service from the Electric Service Provider. 4.3 Tenant Shall Give Landlord Access. Tenant shall cooperate with Landlord, the Electric Service Provider, and any Alternative Service Provider at all time and, as reasonably necessary, shall allow Landlord, Electric Service Provider, and any Alternative Service Provider reasonable access to the premises electric lines, feeders, tisers, wiring, and any other machinery within the Premises. 4.4 Landlord Not Responsible for Interruption of Service. Landlord shall in no way be liable or responsible for any loss, damage, or expenses that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider is no longer available or suitable for Tenant's requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease. ly Initial ¢ Initial oY Initial12 ARTICLE 5 — REPAIRS AND MAINTENANCE Landlord shall not be required to make any improvements, replacements or repairs of any kind or character to the Leased Premises during the term of this Lease except as are set forth in this Article. Landlord shall maintain only the roof, foundation, parking and Common Areas and the structural soundness of the exterior walls. Landlord's costs of maintaining and repairing the items set forth in this Article are part of Common Area costs. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage or inconvenience, and Tenant shall not be entitled to any damages nor to any abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease. Tenant, at its own cost and expense, shall maintain the Leased Premises in a first-class condition (except for those portions, if any, that are the responsibility of Landlord under this Article). Without limiting the generality of the foregoing, Tenant shall maintain and keep in good repair (including replacement, when necessary): (a) the interior of the Leased Premises, including walls, floors and ceilings: (b) all windows and doors, including frames, glass, molding and hardware: (c) all wires and plumbing within the Leased Premises which serve the Leased Premises as distinguished from those serving the Shopping Center generally); (d) all signs, air conditioning and heating equipment, mechanical doors and other mechanical equipment situated on or in the Leased Premises or serving the Leased Premises (as distinguished from those serving the Property generally); and | those utility facilities that are not Landiord’s responsibility hereunder. Tenant shall further make all other repairs to the Leased Premises made necessary by Tenant's failure to comply with its obligations under this Section, and shall be solely responsible for any repairs arising out of or resulting from its negligence or willful misconduct. All fixtures installed by Tenant shall be new or shall have been completely and recently reconditioned. Tenant shall not allow any damage to be committed on any portion of the Leased Premises or Property, and at the termination of this Lease, by lapse of time or otherwise, Tenant shall deliver the Leased Premises to Landlord in as good condition as existed at the Commencement Date of this Lease, ordinary wear and tear excepted. The cost and expense of any repairs necessary to restore the condition of the Leased Premises shall be borne by Tenant. ARTICLE 6 — ALTERATIONS AND IMPROVEMENTS 6.1 Construction. If any construction of tenant improvements is necessary for the initial occupancy of the Leased Premises, such construction shall be accomplished and the cost of such construction shall be borne by Landlord and/or Tenant in accordance with a separate “Leasehold Improvements Agreement” (herein so called) between Landlord and Tenant, a copy of which is attached hereto as Exhibit G. Except as expressly provided in this lease, or in the Leasehold Improvements Agreement (if any), Tenant acknowledges and agrees that it is accepting the Leased Premises “as is” and that Landlord has not undertaken to perform any modification, alteration or improvements to the Leased Premises, and Tenant further waives any defects in the Leased Premises and acknowledges and accepts (1) the Leased Premises as suitable for the purpose for which they are leased and (2) the Property and every part and appurtenance thereof as being in good and satisfactory condition. Upon the request of Landlord, Tenant shall deliver to Landlord a completed acceptance of Demised Premises Memorandum in Landlord’s prescribed form. By taking possession of the Leased Premises Tenant accepts the condition of the same and waives any claims against the Landlord for defects in, or nonperformance of, the condition of the Leased Premises and the Landlord’s work described in Exhibit G. fi } { e, Initial © 4p Initial Initial13 6.2 Tenant Improvemenis. Tenant shall not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied, or qualified. Tenant shail furnish complete plans and specifications for any proposed alteration, addition or improvement for review and approval by Landlord. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Leased Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic's or materialmen’s lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof and the interest of the Landlord shall not be subject to liens for improvements made by the Tenant, and Tenant shall so inform any party with whom it contracts for labor or materials for the Leased Premises. Tenant acknowledges that it has been advised by Landlord that Landlord has recorded (or will record upon taking title to said Land) a Notice of Limitation Upon Liens, in form as attached hereto as Exhibit H, in the public records for the purpose of giving constructive notice of this provision. Tenant shall promptly cause any such liens that have arisen by reason or any work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against any costs or expenses arising out of any such claim (including, without limitation, legal fees and court costs). Tenant shall make no improvements or additions to the Leased Premises without first providing Landlord with evidence of insurance in force in such types, amounts, form and content acceptable to Landlord. Such insurance shall (except for workmen’s compensation insurance) name Landlord as an additional insured and shall include, without limitation, liability, builders risk and workmens’ compensation insurance. 6.3 Common and Service Areas. Landlord may close any part of the Common Area to make repairs or alterations. Landlord may unilaterally change, alter, relocate, remove or replace any buildings comprising the Shopping Center, and may construct additional buildings or additional stores in existing buildings or other improvements on the Property. Landlord may close, alter, relocate or remove Common Areas, and may place, inspect, repair and replace in the Leased Premises (below floors, above ceilings or next to columns) utility lines, pipes and the like to serve other areas of the Property outside the Leased Premises and otherwise alter or modify the Property for such purposes, and, during the continuance of any such work, to take such measures for safety or for the expediting of such work as may be required, in Landlord’s judgment, all without affecting any of Tenant's obligations hereunder. The Common Area shall be under Landlord’s sole operation and control. Tenant acknowledges that Landlord may be required to grant to major tenants of the Property the right to display and sell merchandise and services on portions of the Common Area, and the rights herein granted to Tenant shall be inferior to any such rights granted to major tenants. Tenant shall be responsible for and shall indemnify and hold Landlord harmless from any liability, loss or damage in whole or in part arising out of or caused by Tenant, its employees, subtenants, licensees, concessionaires, agents, suppliers, vendors, or service contractors, to any part of the Common Area, or the Property whether such damages be Initial ty ~___ Initial @ initial14 structural or non structural. if, in the opinion of Landlord, it becomes necessary from time to time to designate certain sections within the Common Area for use as parking spaces by Tenant and Tenant’s directors, officers, employees agents and concessionaires, then Tenant, upon notice from Landlord, shall use and shall require its directors, officers, employees, agents and concessionaires to use only such sections within the Common Area for parking purposes. ARTICLE 7 —- CASUALTY AND INSURANCE 7.1 Destruction: Tenant shail give Landlord immediate notice of any change or destruction to the Leased Premises by fire or other casualty. Following such damage or destruction to the Leased Premises, at Landlord’s sole option, either (i) this Lease shall terminate, and, in such case, the rent shall be abated for the unexpired portion of the Lease effective as of the date of the written notification, or (ii) this Lease shall not terminate, and Landlord shall proceed, to the extent of insurance proceeds actually received by Landlord after the exercise by any mortgagee of the Property of any option to apply proceeds against Landlord’s debt to such mortgagee, with reasonable diligence to rebuild or repair the Shopping Center or other improvements to substantially the same condition in which they existed prior to the damage. If the Leased Premises are to be rebuilt or repaired and are untenantable in whole or in part following the damage, and the damage or destruction was not caused or contributed to by act or negligence of Tenant, its agents, employees invitees or those for whom Tenantis responsible, the Base Rent payable under this Lease during the period for which the Leased Premises are untenantable shall be reduced to an amount determined by multiplying the Base Rent that would otherwise by payable but for this provision by the ratio that the portion of the Leased Premises not rendered untenantable bears to the total net rentable area of the Leased Premises prior to the casualty. Landlord’s obligation to rebuild or restore under this Section shall be limited to restoring the Leased Premises to substantially the condition in which the same existed prior to the casualty, exclusive of improvements for which Tenant is responsible under the terms of the Leasehold Improvements, if any, described above in Section 6.1, and Tenant shall, promptly, after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant's sole cost and expense to restore those improvements for which Tenant is responsible under the terms of such Leasehold Improvements Agreement to substantially the condition in which the same existed prior to the casualty and to otherwise make the Leased Premises suitable for Tenant's use. If Landlord fails to substantially complete the necessary repairs or rebuilding within one hundred eighty (180) working days from the date of Landlord's receipt of written notification by Tenant of the destruction, Tenant may at its option, terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations under this Lease shall cease to exist. For purposes of this lease, a “working” day means every weekday, except for holidays recognized as such by Landlord. 7.2 Property insurance. Landlord shall insure loss or damage to the Property, and may pass through the cost of such insurance to Tenant as part of the Common Area Expenses. Tenant shall have no right in or claim to the proceeds of any policy of insurance maintained by Landlord, if any, even a portion of the cost of such insurance is borne by Tenant as set forth in Article 2. Landlord shall have the right to self-insure against the risk of loss or damage to the Property, but in such event Landlord shall not be entitled to pass through the cost of property insurance to Tenant which Landlord would have incurred had it not self-insured. Landlord shall not be obligated in any way or manner to insure any personal property (including, but not limited to, any furniture, machinery, goods or supplies) of Tenant upon or within the Leased Premises, any Initial (a Initial Qe Initial15 fixtures installed or paid for by Tenant upon or within the Leased Premises, or any improvements which Tenant may construct on the Leased Premises. Tenant at all times during the term of this Lease shall, at its own expense, keep in full force and effect insurance against fire and such other risks as are from time to time included in standard all-risk insurance (including coverage against vandalism and malicious mischief) for the full insurable value of Tenant's trade fixtures, furniture, supplies and all items of personal property of Tenant located on or within the Leased Premises. if an increase in any insurance premiums paid by Landlord for the Property is caused by Tenant's use of the Leased Premises in a manner other than as set forth in Section 1.8, or if Tenant vacates the Leased Premises and causes an increase in such premiums, Tenant shall pay to Landlord within ten (10) days after receipt of Landlord’s invoice therefore, the amount of such increase, which shall be additional rent hereunder. 7.3 Waiver of Subrogation. Anything in this lease to the contrary notwithstanding, Landiord and Tenant hereby waive and release each other of and from any and all right of recovery, claim, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the Leased Premises, improvements to the property, or personal property within the Property, by reason of fire or the elements, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, officers and employees, but only to the extent that such loss or damage is actually covered by insurance and only to the extent that the insured party has received insurance proceeds therefore, Landlord and Tenant agree immediately to give their respective insurance companies which have issued policies of insurance covering all risk of direct physical loss, written notice of the terms of the mutual waivers contained in this Section, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverage’s by reason of the mutual waivers. 7.4 Hold Harmless. Landlord shall not be liable to Tenant's customers, employees, agents, guests or invitees, or to any other person whomsoever, for any injury to person or damage to property on or about the Leased Premises or the Common Area, including but not limited to, consequential damage, in whole or in part caused by or arising out of (1) any act or omission of Tenant, its employees, customers, subtenants, licensees and concessionaires or of any other person entering the Property or the Leased Premises by express or implied invitation of Tenant, or (2) the use of the Leased Premises or the Property by Tenant, its employees, customers, subtenants, licensees, concessionaires or invitees, or (3) any breach or default by Tenant in the performance of its obligations hereunder, or (4) the improvements located in the Leased Premises becoming out of repair or by defect in or failure of equipment, pipes, or wiring, or by broken glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Leased Premises or Property, or (5) the failure or cessation of any service provided by landlord (including security service and devices), or (6) the construction and installation of any alterations, physical additions or improvements in and to the Leased Premises by Tenant and Tenant's agents, contractors and subcontractors, and Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from any liability, loss, expense or claim (including, but not limited to reasonable attorneys’ and paralegals’ fees) in whole or in part arising out of such damage or injury. Landlord shall not be liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Property or of any other persons whomsoever, excepting only liability caused solely by duly authorized employees and agents of Landlord acting within the scope of their authority. Further, Tenant specifically agrees to be responsible for and indemnify and hold Landlord harmless from any and all damages or expenses of whatever kind in whole or in part arising out of or caused by a burglary, theft, vandalism, malicious mischief or other illegal fp / ) \ Initial |e Initial ke Initialacts performed in, at or from the Leased Premises. Tenant's obligations under this Subparagraph 7.4 shall survive the termination of this lease. 7.5 Tenant Improvements. Tenant shall at its expense carry those types of insurance required under this Lease hereof in connection with any alterations, physical additions or improvements in and to the Leased Premises made by Tenant. 7.6 Liability Insurance. Tenant shall at its expense obtain and keep in force during the term of this Lease comprehensive general liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, insuring both Landlord and Tenant against liability arising out of Tenant's use of occupancy of the Leased Premises, including without limitation the Common Areas and any other areas appurtenant thereto. Such insurance shall contain endorsements for the following coverage’s: (a) contractual liability insurance relating to all obligations of Tenant pursuant to this Lease, including its indemnification of Landlord: (b) automobile coverage: and c) employee liability. if the nature of Tenant's operation is such as to place any or all of its employees under the coverage of workmen’s compensation or similar statutes, Tenant shall also keep in force, at Tenant's expense, workmen’s compensation or similar insurance affording statutory coverage and containing statutory limits. 7.7 insurance Requirements. All insurance policies or duly executed certificates for the same required to be carried by Tenant under this Lease, together with satisfactory evidence of the payment of the premium thereof, shall be deposited with Landlord on the date Tenant first occupies the Leased Premises and upon renewals of such policies not less than fifteen (15) days prior to the expiration of the term of such coverage. All insurance required to be carried by Tenant under this Lease shall be in form and content, and written by insurers acceptable to Landlord, in its sole discretion. All policies shall provide that they may not be modified or terminated without thirty (30) days’ prior written notice to Landlord. If Tenant shall fail to comply with any of the requirements contained relating to insurance, Landlord may obtain such insurance and Tenant shall pay to Landlord, on demand as additional rent hereunder, the premium cost thereof. 7.8 Hazardous Material. Throughout the term of this Lease, Tenant shall prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in above, to, out from the Leased Premises other than in strict compliance with all applicable federal, state, and local laws, rules regulations, and orders. For purposes of this provision, the term “Hazardous Materials” shall mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any applicable local, state or federal law, rule, regulation, or order. Tenant shall indemnify, defend, and hold harmless Landlord and, as applicable, Landlord's officers, directors, shareholders, employees and partners from and against (a) any loss, cost, expense, claim, or liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work (herein referred to as “Remedial Work") required by, or incurred by Landlord or any other person or party in a reasonable belief that such Remedial Work is required by any applicable federal, state or local law, rule, regulation or order, or by a governmental agency, authority, political subdivision having jurisdiction over the Leased Premises, and (b) any claims of third parties for loss, injury, expense, or damage in the case of (a) arising out of the presence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Leased Premises caused in whole or in part by any act or omission of Tenant, its employees, subtenants, licensees, concessionaires, agents suppliers, vendors, or service contractors. In the event any Initial Yo Initial ¢ /_ Initial17 Remedial Work is so required under any applicable federal, state, or local law, rule, regulation or order, Tenant shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an event of default on the part of Tenant under the terms of this Lease, and Landlord, in addition to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Tenant shall promptly reimburse Landlord for the cost and expense thereof upon demand. ARTICLE 8 - CONDEMNATION if all or a portion of the Leased Premises shall be taken for any public or quasi public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, this Lease shall at the option of Landlord, either (i) terminate and the rent shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemnation authority, or (ii) this Lease shall not terminate and Landlord shall restore and reconstruct, to the extent of condemnation proceeds (excluding any proceeds for land) actually received after the exercise by any mortgagee of the Property of an option to apply such proceeds against Landlord’s debt to such mortgagee, the Property and other improvements on the Leased Premises to the extent necessary to make it reasonably tenantable. The Base Rent payable under this Lease during the unexpired portion of the term shall be reduced to an amount determined by Landlord by multiplying the Base Rent that would otherwise be payable for this provision by the ratio that the portion of the Leased Premises not rendered untenantable, in Landlord’s judgment, bears to the total net rentable area of the Leased Premises prior to the casualty. {f Landlord fails to substantially complete such restoration and reconstruction within one hundred and eighty (180) working days of the date of physical possession by the condemning authority, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations of this Lease shall cease to exist. All compensation awarded for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a part of the Leased Premises, shall be the sole property of Landlord (whether such award is compensation for damages to Landlord’s or Tenant's interest in the Leased Premises). And Tenant hereby assigns all of its interest in any such award to Landlord; provided, however, Landiord shall have no interest in any award made specifically to Tenant for loss of business or for taking of Tenant's fixtures and other property within the Leased Premises if a separate award for such items is made to Tenant and if such separate award does not reduce Landlord’s award. ARTICLE 9 — ASSIGNMENT OR SUBLEASE 9.1 Assignment by Tenant, Landlord. Tenant shall not assign, in whole or in part, this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation by merger, dissolution or transfer of a controlling interest in any partnership or corporate Tenant, which merger, dissolution or transfer shall be deemed an assignment) or mortgage or pledge the same, or sublet the Leased Premises, in whole or in part, without the prior written consent of Landlord, and in no event shall any such assignment or sublease ever release Tenant or any Guarantor from any obligation or liability hereunder. No assignee or sublessee of the Leased Premises or any portion thereof may assign or sublet the Leased Premises or any portion thereof. Landlord shall have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the Property. Any such sale, transfer or assignment ~ Initial is Init