Legal Document: CAPE HAZE DENTAL, P.A. vs. CARDAVANT, LLC

On June 15, 2022 a was filed involving a dispute between Cape Haze Dental, P.A., and Cardavant, Llc, for Other - Matters not falling within the Other Civil Subcategories in the District Court of Charlotte County.

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Filing # 180568690 E-Filed 08/25/2023 05:00:15 PM

IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT
IN AND FOR CHARLOTTE COUNTY, FLORIDA
CIVIL DIVISION

CAPE HAZE DENTAL, P.A.,

Plaintiffs,
V. Case No.: 22000821CA

CARDAVANT, LLC,
a Florida Limited Liability Company

Defendant.
/

DEFENDANT’S MOTION FOR FINAL SUMMARY JUDGMENT

COMES NOW, the Defendant, CARDAVANT, LLC, a Florida Limited Liability

Company (the “Defendant’”), by and through its undersigned counsel and pursuant to Florida

Rule of Civil Procedure 1.510, hereby moves this Court for the entry of final summary judgment

against the Plaintiff, CAPE HAZE DENTAL, P.A. (the “Plaintiff’), and as grounds therefore

states as follows:

INTRODUCTION

1 The Plaintiff filed its Second Amended Complaint on February 10, 2023 by

stipulation of the parties. DIN 21.

2. Count I of the Second Amended Complaint seeks a declaratory judgment
Law Offices
FARR, FARR, determining the rights and obligations of the parties pursuant to a lease signed by the Plaintiff
EMERICH,
HACKETT, CARR and the Defendant’s predecessor in interest on March 14, 2017.
AND HOLMES, P.A.
ATTORNEYS AT LAW
3 Count II of the Second Amended Complaint seeks damages against the
99 NEsBIT STREET
PUNTA GORDA, FLORIDA
33960 Defendant under a theory of promissory estoppel.
237 NOKOMIS AVE SOUTH
VENICE, FLORIDA
31285,
4 For the reasons outlined below, there is no genuine dispute as to any material

fact on any of the Plaintiffs claims and the Defendant is entitled to judgment as a matter of

law.

FACTUAL BACKGROUND

5, On March 14, 2017, Plaintiff
and Southwest Properties, LLC, a Florida Limited

Liability Company (“Southwest”), entered into a Lease Agreement (the “Lease”) for possession

of the premises located at 8501 Placida Road, Unit #1, Cape Haze, Florida 33946 (the

“Property”) for an initial term of five years with the option to renew. The Lease is attached

hereto as Exhibit A.

6 On November 21, 2018, Southwest sold the Property to the Defendant and a

Warranty Deed conveying ownership of the Property to the Defendant was duly executed and

recorded. See Exhibit B.

7 Upon the sale, the Defendant became the Plaintiffs landlord under the terms of

the Lease.

8 Section 4 of the Lease states, in pertinent part, as follows:

Commencing on the third anniversary of the Commencement Date (each an
“Anniversary Date”), and on each Anniversary date thereafter, the rental and
common area maintenance rent in effect shall be increased by two percent
(2%) over that which existed on the Commencement Date or the immediately
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preceding Anniversary Date.
FARR, FARR,
EMERICH, Exhibit A, p. 2. Simply put, rent would increase 2% per year upon each anniversary date
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW starting on March 14, 2019. Addendum A to the Lease explicitly states the amount of base rent

‘9 NESAIT STREET due each month for each year of the Lease. See Exhibit A, Addendum A. Notably, base rent
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237 NOKOMIS AVE SOUTH for year five was to be $1,817.85.
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9 On March 14, 2019, the Plaintiff informed the Defendant that it was

experiencing financial hardship and requested that Plaintiff be permitted to pay the base rent

amount for the preceding two years, to wit: $1,713.00.

10. Although the Defendant was entitled to collect the increase in rent, it agreed to

abate the increase and not collect the 2% increase it was entitled to collect under the Lease for

year three.

11. On or about March 14, 2020, the Plaintiff again informed the Defendant that it

was experiencing financial hardship due to the COVID-19 pandemic and requested that

Defendant not collect the additional 2% increase for year four of the Lease.

12. The Defendant again abated the rent increase and did not collect the additional

2% it was entitled to for year four.

13. On the fifth anniversary of the Lease, Plaintiff yet again approved another

abatement of the rent increase for year five.

14. The Defendant agreed to another abatement of the additional rent increase for

year five.

15. On March 25, 2021, the Plaintiff exercised its option to renew the Lease for

another five-year period from March 14, 2022, through March 13, 2027. As set forth in section

Law Offices 3 of the Lease, during this period the parties would be bound by the same terms and conditions
FARR, FARR,
EMERICH, of the Lease, “except that Tenant shall pay as rental during the renewal term or terms the sums
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW as determined in Section 4 below.” Exhibit A, p. 1. As stated, section 4 of the Lease contained

99 NESGIT STREET the language of 2% rent increase per year and incorporated by reference Addendum A to the
PUNTA GORDA, FLORIDA,
33960
237 NOKOMIS AVE SOUTH Lease, which sets forth the base rent for each year. Exhibit A, Addendum A.
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16. Prior to the start of the sixth year of the Lease, the Defendant notified the

Plaintiff that it intended to end the abatement of rent increases and collect the full amount of

rent going forward, which was an increase of 8% from the original rent, but only a 2% increase

from rent from year five to year six.

17. In response, the Plaintiff filed this action against the Defendant seeking a

determination of its rights and obligations under the Lease and arguing that the Defendant was

only entitled to increase rent by 2% from the first two years of the Lease because it abated such

increases for years three, four, and five of the Lease.

18. After this action was initiated, the Defendant learned that the Plaintiff made

substantial improvements to the Property apparently at a cost of over $150,000 without the

written approval of the Defendant.

19. Plaintiff's Second Amended Complaint also questions the methodology

regarding Plaintiffs obligation for taxes and insurance under the Lease.

20. Defendant had previously provided the methodology for taxes and insurance on

November 20, 2022, without objection by Plaintiff.

LEGAL STANDARD

21. Effective May 1, 2021, the Florida Supreme Court substantially amended

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Florida Rule of Civil Procedure 1.510 to mirror Federal Rule of Civil Procedure 56, adopting
FARR, FARR,
EMERICH, the federal summary judgment standard articulated in Celotex Corp. v. Catrett, 477 U.S. 317
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW (1986). See in re: Amendments to Florida Rule of Civil Procedure 1.510, 309 So. 3d 192 (Fla.

99 NESBIT STREET
PUNTA GORDA, FLORIDA 2020).
33950
237 NOKOMIS AVE SOUTH 22. Florida Rule of Civil Procedure 1.510 now states, in pertinent part, that “[tJhe
VENICE, FLORIDA
34285,
court shall grant summary judgment if the movant shows that there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of law. The court shall state

on the record the reasons for granting or denying the motion. The summary judgment standard

provided for in this rule shall be construed and applied in accordance with the federal summary

judgment standard.”

23. Under the Florida Rule of Civil Procedure 1.510(c)(1), a party asserting that a

fact cannot be genuinely disputed must support the assertion by citing to particular parts of

materials in the record, including depositions, documents, electronically stored information,

affidavits or declarations, admissions, interrogatory answers, or other materials.

24. It is clear that the pleadings, exhibits, and other matters and documents

referenced in this Motion support Defendant’s assertion that no genuine dispute as to any

material fact exists in the above-styled cause and that Defendant is entitled to judgment as a

matter of law.

ANALYSIS

The crux of the Plaintiffs argument is that (1) the Defendant is not permitted to increase

rent to $1,854.00 in the sixth year of the Lease either because it orally promised it would not

take such a position, or the Lease explicitly prohibits that increase; (2) the Defendant failed to

provide sufficient information to the Plaintiff so that it could calculate the amount of taxes and

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insurance to be added to monthly rent; and (3) the Plaintiff detrimentally relied on an oral
FARR, FARR,
EMERICH, promise by the Defendant and made substantial improvements to the Property at a cost of over
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS ATLAW. $150,000. For the reasons that follow, the Defendant is entitled to final summary judgment as

99 NESAIT STREET a matter of law with respect to all of these issues.
PUNTA GORDA, FLORIDA
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237 NOKOMIS AVE SOUTH, L. The Lease is Clear and Unambiguous
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At the outset, it is important to note that the clear and unambiguous language of the

Lease entitles the Defendant to final summary judgment in this matter. “If a contract’s terms

are clear and unambiguous, the language itself is the best evidence of the parties’ intent and its

plain meaning controls, warranting summary judgment.” Pearson vy. Caterpillar Financial

Services Corp., 60 So.3d 1168, 1171 (Fla. 4"" DCA 2011). The Lease allows the Defendant to

charge rent at $1,854.00 per month starting in year six, it contains no provision that the

Defendant is required to provide any additional information to support its calculation of taxes

and insurance, and it explicitly requires the Plaintiff to submit plans and obtain written approval

from the Defendant before making material alterations to the Property.

The Plaintiff argues that “[c]ontrary to that specifically negotiated verbiage in the Lease,

Defendant increased the monthly rent by eight percent (8%) on March 14, 2022. The option to

renew language is clear and prohibits the stacking of multiple two percent (2%) increases in

one year.” DIN 21. Second Amended Complaint § 15. This argument conveniently disregards

Addendum A to the Lease, which sets forth the Lease Rent Schedule. Exhibit A, Addendum

A. That addendum shows the two percent increase per year starting in year three. The Plaintiff

misconstrues the Defendant’s conduct in not collecting the full amounts due for years three,

four, and five for somehow signifying a change in the amounts due under Addendum A. The

Law Offices Plaintiff's theory renders Addendum A utterly useless. Courts “will not interpret a contract in
FARR, FARR,
EMERICH, such a way as to render provisions meaningless when there is a reasonable interpretation that
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW does not do so.” Moore v. State Farm Mut. Auto. Ins. Co., 916 So.2d 871, 877 (Fla. 2006). The

99 NESGIT STREET Defendant’s unwillingness to collect the full amounts did not alter the terms of the Lease or
PUNTA GORDA, FLORIDA,
33960
237 NOKOMIS AVE SOUTH eliminate Addendum A. On the contrary, the Lease explicitly stated the monthly rent due each
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34285,
year with two percent increases. It logically follows that rent for year six would be a two percent
increase from the rent shown for year five. The clear terms of the Lease allow the Defendant to

charge an additional two percent from year five to year six, i.e. $1,817.85 to $1,854.00.

Next, the Plaintiff argues that the Defendant had an implied “good faith” obligation to

provide information to the Plaintiff “in order for Plaintiff to calculate the correct amount of

taxes and insurance to be added to the monthly rent” pursuant to the Lease. DIN 21. Second

Amended Complaint § 18. When a contract is clear and unambiguous, “the contracting parties

are bound by those terms, and a court is powerless to rewrite the contract to make it more

reasonable or advantageous for one of the contracting parties.” Fernandez v. Homestar at Miller

Cove, Inc., 935 So.2d 547, 551 (Fla. 3d DCA 2006) citing Emergency Assocs. Of Tampa, P.A.

v. Sassano, 664 So.2d 1000, 1003 (Fla. 2d DCA 1995). Not only does the Plaintiff fail to point

to a provision in the Lease requiring such action on the part of the Defendant, but undersigned

counsel actually provided such information in correspondence dated November 1, 2022,

rendering the Plaintiffs claim, to the extent there was one, moot. See Exhibit C.

The Plaintiff also argues it suffered damages as a result of representations made by the

Defendant which it relied on in opting to renew the Lease for an additional five years. The

damages stem from material improvements to the Property which allegedly cost over $150,000.

Notwithstanding the fact that verbal representations cannot alter the terms of the Lease (further

Law Offices discussed below), the Lease expressly prohibits such improvements. Regarding material
FARR, FARR,
EMERICH, alterations to the Property, the Lease states, in pertinent part, as follows:
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS ATLAW Tenant covenants and agrees with Landlord that Tenant shall not make any
material additions or alterations or structural changes in or about the Premises,
99 NESBIT STREET without first submitting plans and specifications thereof to Landlord, and
PUNTA GORDA, FLORIDA
33950 obtaining the written approval of Landlord, which approval shall not be
237 NOKOMIS AVE SOUTH unreasonably withheld.
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Exhibit A, p. 4. The Plaintiff fails to allege that it submitted plans and specifications to the

Defendant or that it obtained Defendant’s written approval prior to making alterations to the

Property. As such, the Plaintiff cannot recover damages for conduct that violates the terms of

the Lease.

The clear and unambiguous terms of the Lease bely the arguments made by the Plaintiff.

The Lease explicitly states the amount of rent owed each year. Although the Defendant agreed

not to collect the additional two percent owed for years three, four, and five, it did opt to collect

the full amount owed for year six. There is no provision in the Lease which requires the

Defendant to supply the Plaintiff with information regarding calculating the taxes and insurance

on the Property, and even if that were the case, the Defendant did just that on November 1,

2022. Exhibit C. Finally, the damages claimed by the Plaintiff are for alterations made to the

Property in violation of the Lease.

IT. The Integration Clause

To the extent the Plaintiff argues that the Defendant made verbal promises to the

Plaintiff which the Plaintiff relied upon and subsequently opted to renew the Lease and make

substantial improvements to the Property, such verbal promises are unenforceable as a matter

of law. Section 31 of the Lease is an integration clause. It states as follows:

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Entire Agreement. This Lease contains all of the agreements between the
FARR, FARR, parties hereto, and it may not be modified in any manner other than by
EMERICH, agreement in writing signed by all the parties hereto or their successors in
HACKETT, CARR interest.
AND HOLMES, P.A.
ATTORNEYS AT LAW
Exhibit A, p. 13. An integration or merger clause “is a highly persuasive statement that the
‘S9NESBIT STREET
PUNTA GORDA, FLORIDA
33950, parties intended the agreement to be totally integrated and generally works to prevent a party
237 NOKOMIS AVE SOUTH
VENICE, FLORIDA, from introducing parol evidence to vary or contradict the written terms.” Jenkins v. Eckerd
3285,

Corp., 913 So.2d 43, 53 (Fla. 2005). Addendum A to the Lease clearly sets forth the amount of
rent owed during each of the first five years of the Lease. It can readily be seen that rent

increases by two percent each year starting in the third year. Exhibit A, Addendum A.

Despite the clarity of the Lease, the Plaintiff contends the Defendant promised “there

would not be an annual rent increase more than the two percent (2%) that was specified and

allowable under the lease dated March 14, 2017.” DIN 21. Second Amended Complaint 4

7, 30. The Plaintiff attempts to use the Defendant’s alleged verbal promise to alter what is

clearly spelled out in the Lease. The only bearing the Defendant’s oral promise has on the Lease

is its ability to collect the two percent increase from years three through five. To be clear, the

Defendant does not seek a ruling that permits it to recover increased rent in those years. The

Defendant’s promise to forego the increase in those years extends only to those years and does

not alter what is clearly spelled out in the Lease, to wit: its ability to collect increased rent from

years six and beyond. To the extent this verbal promise in any way modifies or conflicts with

the language in the Lease pertaining to rent for year six, such a promise is unenforceable due to

the integration clause cited above.

ITT. The Waiver Clause

The Plaintiff's argument is further rebuffed by section 23 of the Lease, which states as

follows:

Law Offices Waiver. In the event Landlord does not insist on a strict performance of any of
FARR, FARR, the terms and conditions hereof, such shall not be deemed a waiver of the
EMERICH, rights or remedies that Landlord shall have to insist upon strict performance of
HACKETT, CARR any such terms or conditions in the future or any other conditions and terms of
AND HOLMES, P.A.
ATTORNEYS AT LAW this Lease.

99 NESAIT STREET Exhibit A, p. 10. An anti-waiver clause “applies when a breach of a condition or term occurs,
PUNTA GORDA, FLORIDA,
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237 NOKOMIS AVE SOUTH and the landlord does not exercise his rights upon breach under the lease. It prevents the
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assertion of the defense where the landlord may declare a default based upon a subsequent
breach of the same condition.” Husky Rose, Inc. y, Allstate Ins. Co., 19 So. 3d 1085, 1088 (Fla.

4" DCA 2009). In the instant case, the Defendant’s generosity in not collecting the full amounts

owed in years three, four, and five does not act as a waiver of the 2% yearly increase in rent.

Similar to the reasoning with respect to the integration clause, the Defendant’s agreement to

abate rent in the past had no impact on its ability to collect full rent in the future. The clear

terms of the Lease still control and rent increases from $1,817.85 in year five to $1,854.00 in

year six. Because the Defendant’s act of abating the increase in rent for three years does not act

as a waiver of all rent increases throughout the life of the Lease, the Plaintiff's argument fails.

IV. The Statute of Frauds

The Plaintiff's claims are further barred by the Statute of Frauds. The Lease fits squarely

within the Statute of Frauds because it is a lease for a period longer than one year. See § 725.01,

Florida Statutes. Assuming arguendo the Defendant did orally modify the Lease which the

Plaintiff relied upon in opting to renew the Lease for another five years, such modification is

unenforceable under the Statute of Frauds. See DK Arena, Inc. v. EB Acquisitions I, LLC, 112

So.3d 85, 97 (Fla. 2013) (holding “[uJ]nder the Statute of Frauds, any modification to the

contract was unenforceable unless memorialized in a written document signed by the parties or

their authorized representatives. Absent an amendment that complied with the requirements of

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the Statute, the parties were bound by their written agreement.”) citations omitted. In DK Arena,
FARR, FARR,
EMERICH, the plaintiff argued it detrimentally relied upon a verbal promise by the defendant that it would
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW extend the due diligence period under a real estate purchase contract. Jd at 96 — 97. The Florida

‘99 NESAIT STREET Supreme Court held “the judicial doctrine of promissory estoppel may not be used to
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33950
37 NOKOMISAVE SOUTH circumvent [the Statute of Frauds].” Id at 95.
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Turning to the case at hand, the Plaintiff has not produced and cannot produce any

modifications to the Lease, reduced to writing, altering the rent owed during the pendency of

the Lease. Therefore, the terms of the written Lease control, which clearly show that rent for

year five was $1,817.85, which, pursuant to section 4 of the Lease, increased by two percent in

year six. Given Florida Supreme Court precedent, any claim that the Defendant orally promised

different terms, even if true, is unenforceable. Promissory estoppel is no exception to the Statute

of Frauds, so the Plaintiff's arguments must fail.

CONCLUSION

For the reasons stated herein, no genuine issue of material fact exists with regards to the

Plaintiffs claims and the Defendant is entitled to final summary judgment. Whether it be by

operation of interpretating the clear and unambiguous terms of the Lease which allows the

Defendant to raise rent to $1,854.00 in year six of the Lease, or that oral promises are

unenforceable to modify the terms of the Lease, the Plaintiff's argument that it should not be

paying increased rent lacks merit. Furthermore, to the extent the issue is not already moot, there

is no provision in the Lease requiring the Defendant to supply the Plaintiff with information on

how it calculates taxes and insurance under the Lease. Finally, the Plaintiff cannot recover

damages for improvements made to the Property in violation of the terms of the Lease.

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FARR, FARR,
EMERICH, WHEREFORE, the Defendant respectfully requests that this Court enter final
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS ATLAW summary judgment in favor of the Defendant on Counts I and II of the Plaintiff's Second

‘99NESGIT STREET Amended Complaint, finding that the Defendant is entitled to attorney’s fees and costs pursuant
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33950
237 NOKOMIS AVE SOUTH to the Lease, and award such other and further relief as this Court deems just and proper.
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing document has been
furnished by the Florida Courts E-Filing Portal to Plaintiff's counsel, Warren R. Ross, Esq. at
warren.ross@wotitzkylaw.com and donna@wotitzkylaw.com, on this 25" day of August, 2023.

FARR, FARR, EMERICH,
HACKETT, CARR & HOLMES, P.A.

By: /s/ Wid W. Sunder
Will W. Sunter, Esq.
Florida Bar No. 011448
wsunter( @farr. com
alambert@farr.com | ctout@farr.com
99 Nesbit Street
Punta Gorda, Florida 33950
Telephone: (941) 639-1158
Facsimile: (941) 639-0028

Attorney for the Defendant

Law Offices
FARR, FARR,
EMERICH,
HACKETT, CARR
AND HOLMES, P.A.
ATTORNEYS AT LAW

‘99 NESBIT STREET
PUNTA GORDA, FLORIDA
33950
237 NOKOMIS AVE SOUTH
VENICE, FLORIDA
4285
EXHIBIT
i LL
A
LEASE
This is a Lease between SouthWest Properties, LLC, a Flori
da limited liability company, (the
“Landlord”) and Cape Haze Dental, P.A., a Florida
Professional Corporation (the “Tenant”),
dated as of March 14, 2017, s

In consideration of the rents to be paid hereunder. , the mutu
al promises and covenants contained
herein, and for other good and valuable considerat tion, Landlord
and Tenant hereby covenant and
agree as follows:

1. Demise of Premises. Landlord does hereby lease
to Tenant, and Tenant does hereby rent
from Landlord, the real property located at: 8501 Placid
a Road, Unit # 1 (consisting of 1400
square feet), Cape Haze, Florida 33946, together with
all improvements lo cated thereon and all
of Landlord's easements and privileges appertaining to
or used in connectio: n therewith, hereinaf-
ter referred to as the “Premises”.

2. Term. The initial term (the “Initial Term” ) of this
Lease shall be for a term of five (5) years
commencing on March 14, 2017 (the “Commencement Date”), and termi
nating on March 13
,2022 (the “Termination Date”).

3. Option to Renew. Provided and on condition this Lea:
se is not previously cancelled by either
party; as in this Lease provided, by operation of law
or ot! th erwise; and that Tenant has during
whole of the Initial Term complied with and the
performed all covenants and conditions
Lease on Tenant’s part to be performed; then Tenant in this
shall have the option to renew this Leas
for a further term of two (2) separate five (5) year e
options to renew commencing, with the first
option to renew if exercised commencin; ig on 14th day of
March 2022 and terminating on the
13" day on March 2027, and the second option to
renew c ommencing March 14, 2027 and
minating on the 13th day of March 2032, subje ter-
ct to the same terms and conditions as
Lease contained; except that Tenant shall pay as in this
rental duri ing the renewal term or terms the
as determined in Section 4 below. sums

Tenant shall provide Landlord written ni otice
of exercise to each option to renew not
one hundred eighty (180) days prior to the ¢ Term less than
ination Date of the then existing term.
4. Rental. Tenant agrees to pay to Landlord, as rental
hereunder, the annual sum of See Ad-
dendum “A” attached hereto and made a part hereof. All
monthly installments as set forth in Addendum rental is payable in consecutive
“A” , together with any tax imposed by
of Florida on rentals. commencing on the Commen the State
cement Date. and payable in advance on
same day of each month thereafter at: P.O. the
Box 2210. 5 Boca Grande Florida 33921
address as Landlord shall hereafter designate or such other
in writi ing.
In addition to the above, Tenant shall pay
L Landlord, as additional rent, the annual sum of
payable in consecutive monthly installment N/A
's of N/A for Premises common area main
tenance.
In the event Landlord has not received the
full amo unt of any rent, rent tax or com
maintenance payment by the end of five (5) mon area
days fro

1G%
Tenant
1
Landlord
charge to Landlord. The amount of the charge will be five percent (5%) of the
amounts due.
The late charge shall be due and payable immediately but shall be paid only once
on each late
payment.

Commencing on the third anniversary of the Commencement Date (each an ‘ ‘Ani
niversar
Date”), and on each Anniversary date thereafter, the rental and common area mainte Anniversary
nance rent in
effect shall be increased by two percent (2%) over that which existed on the
Commencement
Date or the immediately preceding Anniversary Date. Such increases shall be
determined by
Landlord who shall notify Tenant thereof. Tenant shall pay the increased amount
to the Land-
lord for the period of time elapsing between the Anniversary Date and notice
of such increase
upon request by Landlord. Thereafter the increase shall be p: ayable equally with the
regular rent-
al payments.

In addition to the above, Tenant shall reimburse Landlord, as additional rent,
for Tenant’ $ prora-
ta share of Landlord’s casualty insurance premiums for and Landlord’ s real proper
ty taxes levied
against Landlord’s real property of which the Premises are a part for e ach
year of the term of this
Lease.

For the purpose of computing the above mentioned prorata share of real
property taxes and casu-
alty insurance premiums, the parties acknowledge the Premises constit
ute 1400 SQFT of the to-
tal real property of which the Premises are a part; and therefore, acknow
ledge such percentage
shall apply to Landlord’ s total real property tax bill and casualty insurance
premiums for each
year of this Lease.

Landlord acknowledges receipt of the sum of Thirt five Hundred Fo: Five Dollars and
Ninety One Cents ($3,545.19) which sum re presents a security deposi
t of ($ 1,713.00 (the “Se-
curity Deposit”), and the first month's rent, including sales tax .
If Tenant faithfully complies
with the terms and provisions of this L Lease, the Security Deposi
t shall be returned to Tenant up-
on the termination hereof. In the event it that Tenant fails to compl
y with the terms and Provisions
of this Lease, Landlord may use the Securi ity Deposit to the extent
necessary for the purpose of
correcting any defaults of Tenant. Landlor d is permitted to comm:
ingle the Security Deposit, last
month’s rent and sales tax thereon with Landlord’ s other funds;
and, no interest shall accrue on
such funds in favor of Tenant.

5. Condition of Premises. The Premises are leased subject
to any and all conditions that an ac-
curate examination of the Premises would disclose. Tenant agrees
to indemnify Landlord against
any and all claims for personal injury or property damage c: ‘aused
by any defects in the Premises.
Tenant agrees to indemnify and hold Landlord harmless a gainst
any and all claims for personal
injury or property damage arising from the use or occupan: cy
of the Premises by Tenant.
6. Subordination. This Lease shall be subj ect and subordinat
e at all times to the lien of any
mortgage or mortgages, now encumbering the Premises, or
which Landlord may at any time
place against the Premises. Tenant agrees to execute such
documents as may be requested by
any mortgagee to evidence the subordinati ion contained
herein so long as a non-disturbance
agreement accompanies such subordination request.

CE ieae
Tenant
Landlord
Tenant agrees to provide at any time, within ten (10) days
of Landlord's written request, a state-
ment certifying that this Lease is unmodified an id in full force
and effect or, if there have been
modifications, that this Lease is in full force and ef fe ‘ect
as modified and stating the modifications,
and the dates to which the rent and other charges hi ‘ave been paid
in advance, if any. It is intend-
ed that any such statement delivered pursuant to his parag
raph may be relied upon by any pro-
spective purchaser or mortgagee of the Premises.

If Tenant fails to execute and deliver any such certificate within
fi fteen (15) days after Tenant's
receipt of such request, then (i) such failure shall constitute
a mat erial default by Tenant under
this Lease, and in such event Tenant agrees to pay to Landlord
as liquidated damages therefore
(and in addition to all equitable remedies available to Landlo
rd) ai in amount equal to Two Hun-
dred Fifty Dollars ($250.00) per day for each day that Tenant
fail. s to so deliver such certificate
to Landlord after the expiration of the fifteen (15) day
period, and (ii) Tenant irrevocably ap-
points Landlord as its attorney-in-fact, in Tenant's name, to
execu ite such instrument.

7. Repair of Premises. Tenant will keep the interior
of the building on the Premises, including
plumbing (and any greas: e interceptor/trap), HVAC,
cable communication, telephone, smoke/fire
detection, and electrical equipment servin; ig the Premises in good
repair and in clean and sanitary
condition during the term of this Lease and any renewal
terms, at Tenant S expense, and
will
comply with all governmental ordinances and directions
of public officers in connection with
such maintenance during the term of this Lease; and at the end of the Lease term
newal term hereof, as the case may be, will yield up the and/or any re-
Premises and such equipment to Land-
lord in good condition, ordinary wear and tear, decay
and damage by the elements only excepted.
Tenant further agrees to obtain and maintain during
the term of this Lease and any renewal
thereof, at Tenant’s cost, a HVAC maintenance e contr
act for the service and maintenance of the
HVAC equipment for the Premises, Tenant fu ther agree
s to maintain all glass, including plate
glass and any special glass, store front or equi pment,
at Tenant’s expense, and shall replace the
same with glass of the same size and quality in the
event of breakage or damage to any such
glass. Landlord agrees at its own expense, to maintain the
foundation, exterior walls, roof, and
common areas of the Premises: ; Which include, but are
not limited to, drive and parking area
landscaping, drainage, lighting and parking Stripi s,
ng: except for any port ion thereof where Tena
has remodeled or modified or installed fixtures and nt
equipment. ‘ Tenant shall be responsible for
making any changes to the interior of the Premises
required to bi ring the Premises into compli-
ance with any governmental regulations including,
but not limited to, the Clean Air Act and the
Americans with Disabilities Act. Any repairs requi
red to be made by Landlord, which are
made within thirty (30) days after Landlord receives not
written notice of t he need for such repair,
may be made by the Tenant with the prior written
consent of the Landlo rd.
8. Alterations by Tenant. Landlord agrees that Tenan
t may make, at Tenant’s own expense,
any minor nonstructural alterations, repairs, repla
cements or additio: ns to the building on the
Premises, provided:

(a) Any such alterations, re pairs, replacements or addit
ions shall not lessen the value of the
said building as it shall be at th © commencement
of this Lease; and,

G&
Tenant
Landlord
(b) Tenant shall perform such alterations, repairs, repla
cements or additions, in accordance
with the statutes, ordinances, rules, regulations and ord. ers of
all public or quasipublic authorities
having jurisdiction thereof and in accordance with th e rules and
regulations of the local board of
Fire Insurance Underw riters; and,

(c) The Premises shall at all times be ke; pt free and clear of all
mechanic's, material men's,
labor or other liens or claims of liens, and T enant agrees to indem
nify and save harmless Land-
lord from all claims, demands and liability, including damag
e to person or property arising out of
or

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GENTILE, GEOFFREY H Track Judge’s New Case

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Document Filed Date

November 15, 2035

Case Filing Date

June 15, 2022

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Document for CAPE HAZE DENTAL, P.A. vs. CARDAVANT, LLC

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