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Filing # 82677157 E-Filed 12/30/2018 09:22:25 PM
IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT
IN AND FOR CHARLOTTE COUNTY, FLORIDA
PALM PLAZA PARTNERS, LLC,
a Delaware limited liability company,
Plaintiff,
VS. CASE NO.: 19000002CA
DIVISION:
XIAO LING WU and GREAT WALL.
BUFFET AT ENGLEWOOD, LLC, a
Florida limited liability company,
Defendants.
COMPLAINT
COMES NOW, Plaintiff, PALM PLAZA PARTNERS, LLC, by and _ through
undersigned counsel, and sues Defendants, XIAO LING WU and GREAT WALL BUFFET AT
ENGLEWOOD, LLC, and alleges:
GENERAL ALLEGATIONS
Jurisdiction, Parties, Venue
1 This is an action for money damages which exceed the sum of $15,000, exclusive
of interest, costs, and attorney’s fees.
2 Plaintiff is foreign limited liability company, authorized to transact business in
Florida, and the owner and Lessor of the commercial property located at 1951 S McCall Rd,
Suite 400, Englewood, Florida 34223, consisting of approximately 4,372 square feet (the
“Premises”).
3 Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, is a Florida
limited liability company, with its principal address at the Premises.
4 Defendant, XIAO LING WU, whose address is the Premises, is the personal
Guarantor of the Lease, and both Defendants have possession of the Premises under the
Agreement of Lease (the “Lease”),
5 Venue is proper in Charlotte County pursuant to §47.011, Fla.Stat., because this is
where the cause of action accrued and where the property in litigation is located.
Substantive Allegations
6. Pursuant to the Lease, attached as Exhibit “A,” Defendants agreed to pay
Plaintiff (i) rent for the Premises in the amount of $4,189.83 per month for Lease Year | (the
“Fixed Rent”), and (ii) monthly common area cost/maintenance (CAM) and applicable sales and
real estate tax, interest, and late fees (“Additional Rent”) (hereinafter the Fixed Rent and
Additional Rent are collectively referred to as the “Rent”), for a period of five (5) years
commencing April 3, 2018, and ending on March 31, 2023 (the “Lease Term”), with the Rent
increasing on a yearly basis.
7. Pursuant to the Lease, Rent is due and payable on or before the first (1st) day of
each month.
8 By notice dated November 27, 2018, and sent pursuant to Section 20(a)(i) of the
Lease and §83.20, Fla.Stat., Defendants were provided with notice of their failure to pay the
monthly Rent for (a) the partial month of September 2018; and (b) the full months of October
2018 and November 2018, and said Notice demanded payment of the Rent or possession of the
Premises. Their failure to pay Rent constitutes a default under the Lease. A copy of that Notice,
signed Certified Mail Receipt receipts, and Return of Service are attached as Composite Exhibit
“BRB”
9 Defendants failed to pay the amounts as demanded or deliver possession of the
Premises within the statutory time for doing so, and the Rent continues to accrue on a monthly
basis.
10. Plaintiff has elected its remedy under the Lease, specifically those under Section
20 to declare all past due and future rentals due under the Lease.
11. Plaintiff was forced to retain the services of the undersigned attorney to prosecute
this claim and is obligated to pay a reasonable fee for services. Plaintiffis entitled to an award of
attorney’s fees and costs pursuant to Section 20(h) of the Lease, Paragraph 14 of the Guaranty,
and pursuant to §83.231, Fla.Stat
12. All conditions necessary to bringing this action have occurred, been waived or
been met.
COUNT I
(Breach of Lease - Damages)
13. Plaintiff incorporates Paragraphs 1 through 12 above as if set forth fully herein.
14. Pursuant to the Lease, Defendant, GREAT WALL BUFFET AT ENGLEWOOD,
LLC, is required to make monthly rental payments to Plaintiff.
15. Contemporaneous with the Lease, Defendant, XIAO LING WU, executed a
Guaranty, guarantying the obligations of Defendant, GREAT WALL BUFFET AT
ENGLEWOOD, LLC, a copy of the Guaranty is attached as Exhibit “G” to the Lease.
16. Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, is in default and
material breach of the Lease by failing to pay the monthly Rent due under the Lease, and as of
the date of filing this Complaint owes Plaintiff $15,489.00, plus interest, and accelerated rentals
through the end of the Lease Term in the amount of $233,414.05.
17. As a result of the Guaranty of obligations, Defendant, XIAO LING WU, is jointly
and severally liable to Plaintiff for the failure of Defendant, GREAT WALL BUFFET AT
ENGLEWOOD, LLC, to make Rent payments due under the Lease.
18. Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, has breached the
Lease by failing to timely make payments due under the Lease.
19, As a direct and proximate result of Defendant, GREAT WALL BUFFET AT
ENGLEWOOD, LLC’s, breach of the Lease, Plaintiff has suffered damages.
WHEREFORE, Plaintiff demands judgment against Defendant, GREAT WALL
BUFFET AT ENGLEWOOD, LLC, and a joint and several judgment against Defendant, XIAO
LING WU, for money damages in the amount of $248,903.05, plus Additional Rent, together
with interest, late fees, attorney’s fees, costs and such further relief as deemed just and proper.
COUNT II
(Breach of Personal Guaranty - Damages)
20. Plaintiff incorporates Paragraphs 1 through 19 above as if set forth fully herein.
21. For valuable consideration, and as a material inducement to Plaintiff to enter into
the Lease, Defendant, XIAO LING WU, executed a personal Guaranty, which is attached to the
Lease as Exhibit G. See Exhibit “A.”
22. Defendant, XIAO LING WU, has materially breached the Guaranty by failing to
pay Plaintiff the past due Rent, and accelerated Rents owed Plaintiff for the balance of the Term,
which are due and owing as a result of Defendant’s, GREAT WALL BUFFET AT
ENGLEWOOD, LLC, breach of the Lease. As of the date of filing this Complaint, Defendant,
XIAO LING WU, owes Plaintiff past due Rent in the amount of $15,489.00, plus interest, and
accelerated rentals through the end of the Lease Term in the amount of $233,414.05.
23. As a direct and proximate result of Defendant, XIAO LING WU’s, breach of the
Guaranty, Plaintiff has suffered damages.
WHEREFORE, Plaintiff demands judgment against Defendant, XIAO LING WU, for
money damages in the amount of $248,903.05, together with Additional Rent, interest, late fees,
attorney’s fees, costs and such further relief as deemed just and proper.
DESIGNATION OF E-MAIL ADDRESS
Pursuant to Fla.R.Jud.Admin. 2.516(b)(1)(A), the undersigned attorney for Plaintiff,
designates the following e-mail address for the purpose of service of all documents in this
proceeding: Primary E-Mail Address: ilm@mantonilegal.com
MANTONI LEGAL, P.A.
aD
ChE
JENNIFER L. MANTONI, ESQ.
Florida Bar No. 0113342
1777 Tamiami Trail, Suite 409
Port Charlotte, Florida 33948
Tel: 239.687.3828 / Fax: 855.740.1933
Attorney for Plaintiff
“T
PALM PLAZA SHOPPING CENTER
Englewood, Florida
AGREEMENT OF LEASE
LANDLORD
PALM PLAZA PARTNERS, L.L.C.
TENANT
GREAT WALL BUFFET AT ENGLEWOOD, LLC
?
EXHIBIT "A"
INDEX
Reference Pages... (i)
Section 1 - Premises.
Section 2 - Term...
Section 3 - Fixed Rent.
Section 4 - Intentionally Deleted
Section 5 - Gross Sales Defined.
Section 6 - Additional Rent.
Section 7 - Common Areas
Section 8 - Construction Of Premise:
Section 9 - Use And Operation.
Section 10 - Utilities ... 12
Section 11 - Rules And Regulations 13
Section 12 - Change Of Improvements By Tenant 13
Section 13 - Repairs And Maintenance .... 14
Section 14 - Waiver Of Liability By Tenan 15
Section 15 - Indemnification And Insurance 15
Section 16 - Signs .... 17
Section 17 - Assignment And Subletting 7
Section 18 - Repair After Casualty .. 19
Section 19 - Condemnation. 19
Section 20 - Landlord's Remedies Upon Defaul 20
Section 21 - Discharge Of Liens 23
Section 22 - Liability Of Landlord. 24
Section 23 - Rights Of Landlord... 24
Section 24 - Subordination To Mortgage. 24
Section 25 - No Waiver By Landlor« 25
Section 26 - Vacation Of Premise: 26
Section 27 - Memorandum Of Leas 26
Section 28 - Rent Demand . 26
Section 29 - Notices... 26
Section 30 - Applicable Law And Construction 26
Section 31 - Force Majeure 27
Section 32 - Landlord's Lien.. 27
Section 33 - Quiet Enjoyment 27
Section 34 - Holding Over 27
Section 35 - Brokers. 28
Section 36 - Caption: 28
Section 37 - Variations In Pronouns 28
Section 38 - Lender's Approval 28
Section 39 - Security Deposit 28
Section 40 - No Income Participation. 29
Section 41 - Successors And Assigns. 29
Section 42 - No Other Representations 29
Section 43 - No Optio 30
ection 44 - Estoppel . 30
Section 45 - Financial fement 30
Section 46 - Time Of Essenc« 31
Section 47 - Authority And Liability Of Tenant 31
Section 48 - Lease Guaranty.. 31
Section 49 - Entire Agreement 31
Section 50 - Bankruptcy. 31
Section 51 - Consents. 33
Section 52 - Grease Traps; Refuse. 33
Section 53 - Intentionally Deleted 34
Section 54 - Statutory Disclosure 34
Section 55 - Counterpart 34
Section 56 - Confidentiality... 34
Section 57 - Relationship of Parties. 35
Section 58 - Execution and Delivery 35
EXHIBIT "A" LEASE SUPPLEMENT
EXHIBIT "B" SITE PLAN/LEASING PLAN
EXHIBIT "C" OUTLINE OF LANDLORD'S WORK
EXHIBIT "D" OUTLINE OF TENANT'S WORK
EXHIBIT "E" RULES AND REGULATIONS
EXHIBIT "F" GENERAL RETAIL SIGN CRITERIA
EXHIBIT "F-1" TENANT SIGNAGE
EXHIBIT "G" GUARANTY
ii
LEASE
Reference Pages
Palm Plaza Shopping Center
Englewood, Florida
LANDLORD: Palm Plaza Partners, L.L.C.
a Delaware limited liability company
LANDLORD'S ADDRESS FOR Palm Plaza Partners, L.L.C.
NOTICES: c/o GK Development, Inc.
257 East Main Street
Suite 200
Barrington, IL 60010
LANDLORD'S ADDRESS Palm Plaza Partners, LLC
FOR RENT: P.O. Box 9
Barrington, IL 60011-0009
TENANT: Great Wall Buffet at Englewood, LLC,
a Florida limited liability company
TENANT'S ADDRESS: The Premises
TENANT'S TRADE NAME: Great Wall
PREMISES: Approximately 4,372 square fect (See Exhibit "B" for
outline of Premises), a/k/a Space M.
USE: The Premises shall be used and occupied only for the
purpose of an Asian buffet restaurant and for no other
use or purpose whatsoever.
DELIVERY DATE: The date the Premises are delivered to Tenant.
COMMENCEMENT DATE: The Effective Date
RENT COMMENCEMENT DATE: April 1, 2018
TERMINATION DATE: March 31, 2023
TERM: Five (5) Lease Years, beginning on the Commencement
Date and ending on the Termination Date (unless sooner
terminated pursuant to this Lease).
ANNUAL FIXED RENT: Lease Year $50,278.00 per year ($11.50/sf)
Lease Year $51,786.34 per year ($11.85/sf)
Lease Year 3. $53,339.93 per year ($12.20/sf)
Lease Year $54,940.13 per year ($12.57/sf)
Lease Year $56,588.33 per year ($12.94/sf)
MONTHLY INSTALLMENTS OF
FIXED RENT: Lease Year | $4,189.83 per month
Lease Year 2. $4,315.53 per month
Lease Year 3. $4,445.00 per month
Lease Year 4. 4,578.34 per month
Lease Year 5. $4,715.70 per month
SECURITY DEPOSIT: $10,536.52
DEPOSIT FOR REMOVAL OF $500.00
SIGNS PLACED ON FACADE OF
THE BUILDING ("Sign Deposit"):
PLAN REVIEW FEE (PURSUANT $500.00
TO SECTIONS 8(c) AND 12(a)(ii)
OF THE LEASE):
REAL ESTATE BROKER
DUE COMMISSION: None
RENEWAL OPTIONS: One (1) option for five (5) years
ANNUAL FIXED RENT:
(1st Option): Lease Year 6 $61,208.00 per year ($14.00/sf)
Lease Year 7 $63,044.24 per year ($14.42/sf)
Lease Year 8 $64,935.57 per year ($14.85/sf)
Lease Year 9 $66,883.63 per year ($15.30/sf)
Lease Year 10 $68,890.14 per year ($15.76/sf)
MONTHLY INSTALLMENTS OF
FIXED RENT:
(Ist Option) Lease Year 6. $5,100.67 per month
Lease Year 7. 5,253.69 per month
Lease Year 8. 5,411.30 per month
Lease Year 9. $5,573.64 per month
Lease Year 10...$5,740.85 per month
GUARANTOR: Xiao Ling Wu
The terms and information set forth on these Reference Pages are incorporated and made a part
of the Lease between the parties indicated on Page 1 of the Lease. If there is a conflict between
this information and the remainder of the Lease, this information shall control.
The Lease includes Exhibits "A" through "G", all of which are made a part of this Lease by this
reference. Unless otherwise provided, all capitalized terms contained in these Reference Pages
shall have the meaning ascribed to them in the remainder of the Lease.
iii
THIS LEASE (this "Lease") is made and entered into on this
Apt l
_.F _ day o fy “
2018 (the "Effective Date"), between Palm Plaza Partners, L.L.C., a Delaware li ited liability
company ("Landlord"), and Great Wall Buffet at Englewood, LLC, a Florida limited liability
company ("Tenant"). The attached Reference Pages are incorporated as part of this Lease. The
terms of this Lease shall be effective as of the date written above.
For good and valuable consideration and the sum of $10.00, the adequacy and receipt of which
are hereby acknowledged, the parties agree:
PREMISES
SECTION 1
@) Landlord leases to Tenant and Tenant rents from Landlord the Premises shown on
Exhibi "B". (All dimensions which may be shown on Exhibit "B" are measured from
center of the wall to center of the wall for all party walls and from the outside face of all
exterior walls and storefronts.) The Premises are located in the building (the "Building")
which is located in the shopping center commonly known as Palm Plaza Shopping Center,
Englewood, Florida (the "Shopping Center").
(>) "Tenant's Proportionate Share" as used in this Lease shall mean a fraction, the
numerator of which is the gross leasable area of the Premises and the denominator of
which is the gross leasable area of the Shopping Center from time to time, as either may
be re-measured from time to time by Landlord to more accurately reflect the true gross
leasable area. Notwithstanding the foregoing, in connection with the calculation of
Tenant's Proportionate Share of Tax Cost, Insurance Cost and Common Area Cost (as
such terms are hereinafter defined in Section 6), the denominator of such fraction shall be
reduced by the gross leasable area of those portions of the Shopping Center for which
Landlord is not obligated to incur (or is reimbursed for) such Tax Cost, Insurance Cost or
Common Area Cost. The denominator in the above fraction shall increase or decrease
with the further increase or decrease in the size of the Shopping Center. Gross leasable
area of the Shopping Center means all ground floor area contained in the Shopping Center
designated for tenants' or other occupants' exclusive occupancy. Notwithstanding
anything to the contrary, if the Shopping Center shall be a part of or shall include a group
of buildings or structures collectively owned by Landlord, its affiliates and/or third parties,
Landlord may determine separately and equitably allocate Tax Costs, Insurance Costs
and/or Common Area Costs between such buildings and structures and the parcels on
which they are located and the tenants and other occupants thereon, in which event
Tenant's Proportionate Share shall be based on the ratio for which Landlord separately
determines such Tax Costs, Insurance Costs and/or Common Area Costs.
(©) Landlord expressly reserves (i) the use of the exterior rear and side walls and roof
of the Premises and the exclusive use of any space between the ceiling of the Premises and
the floor above or the roof of the Building, (ii) the right to install, maintain, use, repair,
and replace the pipes, ducts, conduits, and wires leading into or running through the
Premises (in locations which will not materially interfere with Tenant's use of the
Premises), (iii) the right in its sole and absolute discretion to expand, enlarge, delete, make
alterations or additions to, and to build additional stories on, the Shopping Center and to
build other buildings or improvements on the Common Areas (hereinafter defined in
Section 7) and (iv) the right, upon sixty (60) days prior written notice to Tenant, to
transfer and remove Tenant from the Premises to other available Tenant space of equal
area and equivalent rent in the Shopping Center. (Landlord shall bear the expense of the
transfer or removal as well as the expense of any renovations or alterations necessary in
Landlord's opinion to make the new space conform substantially in arrangement and
layout with the Premises.) These reservations in favor of Landlord are in addition to the
tights granted to Landlord under Section 23.
TERM
SECTION 2
@ The Term and the Delivery Date are indicated on the Reference Pages.
Notwithstanding anything contained herein to the contrary, should Landlord be prevented
1
from delivering the Premises to Tenant due to the failure of a prior tenant or occupant of
the Premises from properly vacating the Premises, the Delivery Date shall be extended by
one working day for each working day that delivery is so delayed. In no event shall
Landlord be liable or responsible to Tenant for any loss or damage suffered by Tenant
resulting from a delay in the Delivery Date.
b) If requested by Landlord, the parties shall enter into a supplement to the Lease
(the "Lease Supplement"), prepared by Landlord, stipulating the actual dates of the
Delivery Date, the Commencement Date, the Rent Commencement Date and the
Termination Date of the Term. The Form of Lease Supplement is attached hereto as
Exhibit A. Tenant's failure to execute and deliver such Lease Supplement to Landlord
within ten (10) days of receipt thereof from Landlord shall constitute an acknowledgment
by Tenant that the Delivery Date, the Commencement Date, the Rent Commencement
Date and the Termination Date contained therein are true and correct without exception.
(©) "Lease Year" means a period of twelve (12) consecutive calendar months;
provided, however, that the first Lease Year shall commence on the Commencement Date
and expire twelve (12) months after the Rent Commencement Date. If the Rent
Commencement Date is not the first day of a month, the first Lease Year shall be extended
to the last day of the twelfth (12th) full calendar month following the Rent
Commencement Date, and the first Lease Year shall include such partial month.
@ Landlord grants Tenant the right and option to renew the Term for the option
period indicated in the Renewal Option Section of the Reference Pages (the "Renewal
Term"). Tenant shall notify Landlord in writing of its election to renew this Lease for the
Renewal Term not less than six (6) months nor more than twelve (12) months prior to the
expiration date of the then existing Term. Tenant's failure to timely exercise the option
hereunder shall cause the automatic extinguishment thereof, time being of the essence.
The Renewal Term shall be upon all of the terms, covenants, and conditions of this Lease
except that the Annual Fixed Rent payable during the Renewal Term shall be as set forth
on the Reference Pages. Notwithstanding the above, Tenant shall have no right to extend
or renew this Lease if (i) it is in default at the time of giving its notice of renewal; (ii)
Tenant is in default as of the first day of the extended Term which was the subject of such
notice; or (iii) Tenant is not occupying the entire Premises.
FIXED RENT
SECTION 3
(@) Tenant agrees, without notice or demand and without any deduction or setoff, to
pay Landlord, at Landlord's Address For Rent shown on the Reference Pages, or at such
other place that Landlord may designate in writing, as a fixed minimum rent for the
Premises per Lease Year, the Annual Fixed Rent indicated on the Reference Pages for
such Lease Year in fixed equal monthly installments during each Lease Year equal to the
Monthly Installments of Fixed Rent indicated on the Reference Pages for such Lease
Year. Each Monthly Installment of Fixed Rent shall be payable in advance on the first
day of each month during the Term commencing with the Rent Commencement Date set
forth on the Reference Pages. ‘Tenant agrees to pay Landlord, if assessed by the
jurisdiction in which the Shopping Center is located, any sales or excise tax imposed,
assessed or levied in connection with Tenant's payment of the Annual Fixed Rent.
(b) Upon execution of this Lease, Tenant shall deposit with Landlord (i) the Security
Deposit indicated on the Reference Pages, which shall be held by Landlord during the
Term pursuant to the provisions of Section 39; (ii) the Sign Deposit indicated on the
Reference Pages, which shall be held by Landlord during the Term pursuant to the
provisions of Section 16 and Section 39; (iii) the first Monthly Installment of Fixed Rent;
and (iv) Landlord's estimate of the first monthly installment of Additional Rent. The
funds deposited pursuant to clause (iii) of this Section 3(b) shall be applied to the Monthly
Installment of Fixed Rent due for the first full month for which such payment is due.
(©) Tenant's obligation to pay Annual Fixed Rent and Additional Rent shall begin on
the Rent Commencement Date set forth on the Reference Pages. Rent (hereinafter defined
in Section 6(c)) due for any period which is less than a calendar month, whether at the
2
beginning of the Term or after the Termination Date, shall be prorated on a daily basis and
computed on the basis of Tenant's monthly rental payments (utilizing a thirty (30) day
month for purposes of the computation). Tenant shall pay to Landlord the rent for each
such day (i) concurrently with the first monthly installment of any rent due, (ii) upon
vacating the Premises, or (iii) upon demand from Landlord, as the case may be.
(@) Notwithstanding anything to the contrary contained herein, as long as (i) Tenant is
not in default, (ii) Landlord has determined that Tenant has completed Tenant's Work (as
hereinafter defined in Section 8) on or before Tenant's Work Completion Date (as
hereinafter defined in Section 8) in strict accordance with the terms of this Lease, (iii)
Tenant has delivered to Landlord the Required Work Documentation (as hereinafter
defined in Section 8) along with an invoice for all of Tenant's Work that Tenant completed
and paid for on or before Tenant's Work Completion Date showing the hard costs of
Tenant's Work total at least the amount of the Abated Fixed Rent (defined below), (iv)
Tenant has delivered to Landlord a Certificate of Occupancy if required under applicable
law and (v) Tenant shall have re-opened for business at the renovated portions and all
other portions of the Premises to the general public and as otherwise provided in the
Lease, then Tenant shall be entitled to abate one (1) Monthly Installment of Fixed Rent for
the first full calendar month occurring after Tenant has completed Tenant's Work. (the
"Fixed Rent Abatement Period"). For the avoidance of doubt, the total amount of Rent
abated during the Fixed Rent Abatement Period shall equal $4,189.83 (the "Abated Fixed
Rent"). The payment by Tenant of the Abated Fixed Rent in the event of a default shall
not limit or affect any of Landlord's other rights pursuant to this Lease or at Law or in
equity. During the Fixed Rent Abatement Period, only one (1) Monthly Installment of
Fixed Rent shall be abated, and all Additional Rent and other costs and charges specified
in this Lease shall remain as due and payable pursuant to the provisions of this Lease.
) If Tenant exercises its right to extend the Term for the Renewal Term, the Annual
Fixed Rent payable during the Renewal Term shall be equal to the amount indicated in the
Renewal Option Section of the Reference Pages for the Renewal Term and shall be paid in
fixed equal monthly installments equal to the Monthly Installments of Fixed Rent
indicated in the Renewal Option Section of the Reference Pages for the Renewal Term,
which Monthly Installments of Fixed Rent shall be payable in advance on the first day of
each month during the Renewal Term.
@ Tenant recognizes that late payment of any rent or other sum due will result in
administrative expense to Landlord, the extent of which is extremely difficult and
economically impractical to ascertain. Tenant therefore agrees that if rent or any other
sum is due and unpaid in full ten (10) days after the amount is due, the amount shall be
increased by an amount equal in full to five percent (5%) of the unpaid amount or, if less,
the maximum amount allowed under applicable Law (hereinafter defined in Section 9(d)).
The increased amount shall be reassessed and added to Tenant's obligation for each
successive monthly period until paid. The increased amount shall be deemed to be
liquidated damages for the additional expense incurred by Landlord. The parties agree
that the increased amount represents a fair and reasonable estimate of the cost Landlord
will incur by reason of such late payment. The provisions of this Section shall not be in
lieu of Landlord's remedies pursuant to Section 20 of this Lease.
(g) Notwithstanding anything to the contrary contained in this Lease, under no
circumstances may Tenant ever take a credit against or offset any Rent amount unless it is
expressly permitted under the terms of this Lease or Tenant has received a final non-
appealable ruling from a court of competent jurisdiction specifically granting Tenant
permission to take a credit or offset Rent, and in the event Tenant violates such prohibition
or does not strictly comply with any such ruling, Tenant’s Rent obligation for such period
that Tenant takes a credit or offsets any Rent amount shall increase by an amount equal to
double Tenant’s Rent obligation for such period (without regards to any credit or offset
claimed by Tenant). Such increase in Rent shall neither constitute a waiver of any Tenant
default with respect to such credit or offset nor prevent Landlord from exercising any
other right or remedy available to Landlord.
INTENTIONALLY DELETED
SECTION 4
Intentionally deleted.
GROSS SALES DEFINED
SECTION 5
@ Gross Sales shall be construed to include the entire amount of the actual sales
price of all goods, food, beverages, alcoholic beverages and services provided at, in, on, or
from the Premises, including, without limitation, mail, telephone, electronic, video,
computer or other technology-based system orders received or filled at the Premises,
including gift and merchandise certificates, charges for services or rentals, all deposits not
refunded to purchasers, orders taken at or from the Premises (although said orders may be
filled elsewhere) ; the fair market value of any trade-ins of used products received by
Tenant; restocking, return or other fees received by Tenant for customers for returning
products; gross proceeds from the sale of tickets for lottery, theater, sporting or other
events; and sales and receipts by any sublessee, assignee, concessionaire, licensee or other
party in the Premises. Each installment or credit sale shall be treated as a sale for the full
price in the month during which the installment or credit sale shall be made, irrespective
of the time when Tenant shall receive payment (whether full or partial) from its customer.
Layaway sales shall be included in Gross Sales to the extent of the down payment and any
further payments during each calendar month, Gross Sales shall not include the
following: (i) sums collected and paid by Tenant for any sales or excise tax imposed by
any duly constituted governmental authority; (ji) the exchange of merchandise between
stores of Tenant, if any, ifthe exchanges of merchandise are made solely for the
convenient operation of the business of Tenant and not for the purpose of consummating a
sale which has previously been made at, in, on, or from the Premises, and/or for the
purpose of or having the effect of depriving Landlord of the benefit of a sale which
otherwise would be made at, in, on, or from the Premises; (iii) the amount of returns to
shippers or manufacturers; (iv) the amount of cash or credit refunds made upon any sale if
the merchandise sold, or some part of the merchandise, is subsequently returned by the
purchaser and accepted by Tenant , but only in those cases where the sales transaction
originated at the Premises and the amount of the cash or credit refunds were previously
included in Gross Sales; (v) sales of fixtures not in the ordinary course of Tenant's
business; or (vi) sums and credits received in settlement of claims for loss or damage to
merchandise. No deductions shall be allowed for uncollected or uncollectible credit
accounts and bank checks, or charges for bank credit cards.
(o) All sales shall be recorded by means of cash registers or point of sale devices
approved by Landlord. All cash registers and point of sale devices shall be equipped with
sales totalizer counters for all sales categories, and a sequential transaction totalizer
counter, which counters are locked in, constantly accumulating, and which cannot be
reset. The registers shall also contain tapes upon which sales details and sequential
transaction numbers are imprinted. Beginning and ending sales totalizer readings shall be
made a matter of daily record. In the event of admission charges or rentals, Tenant shall
issue serially numbered tickets for each admission or rental and shall keep an adequate
record of the tickets, both issued and unissued. Landlord may require Tenant to provide
Landlord by noon of the next business day a recapitulation of Gross Sales to be included
on forms provided by Landlord. Failure to make available a proper receipt to each
customer upon request shall constitute a breach of this Lease.
Tenant shall keep on the Premises, or at its principal office, true and complete records and
accounts of all Gross Sales, including daily bank deposits, in, at, and from the Premises.
The books and records shall include such sale records as would normally be examined by an
accountant pursuant to generally accepted auditing standards in performing an audit of Tenant's
sales or the sales of its subtenants or concessionaires. Tenant agrees to accurately record all
sales in accordance with generally accepted accounting principles.
ADDITIONAL RENT
SECTION 6
(a) Tenant agrees to pay to Landlord, as additional rent ("Additional Rent") for the
Premises, beginning on the Rent Commencement Date and ending on the expiration of the
Term, without deduction or setoff, the following amounts:
@ Tenant's Proportionate Share of the cost of operating and maintaining the
Common Areas (the "Common Area Cost"), including, without limitation,
the cost of the following: lighting, utilities, cleaning, Common Area snow and
trash removal, line painting, security (if provided), management fees,
administrative fees, maintenance, materials, labor costs, equipment (including,
without limitation, the cost of service agreements on equipment), tools, general
repairs, employee benefits and payroll taxes, accounting fees, legal fees, permits,
license and inspection fees, sales, use and service taxes, and the repair or
replacement of paving, curbs, stations, first-aid stations, comfort stations,
stairways, truck ways, loading docks, package pick-up stations, sidewalks, ramps,
roof’, the parking lot, driveways, any garage, landscaping, drainage facilities, and
lighting facilities, including traffic lights, as may be necessary from time to time,
and any other cost of operation of the improvements on the Common Areas. The
Common Area Cost shall include the testing of any sprinkler alarm system or
other fire prevention or suppression systems required by any governmental entity
or insurance company in connection with the issuance of any permits or licenses
or insurance policies, depreciation of equipment acquired for use in maintenance
of the Common Areas, but shall not include the original cost of the equipment.
Landlord has the right to include in Common Area Cost, and to establish as a
reserve, such amounts (and for such periods of time) as Landlord deems
reasonable for the maintenance, repair and restoration of the roof and paving of
the Shopping Center. The amount of such reserve charged as a Common Area
Cost for any period from January | through and including the immediately
following December 31 (a "Calendar Year") shall not exceed five percent (5%) of
the total Common Area Cost for said year, exclusive of Tax Cost and Insurance
Cost for the same period.
Gi) Tenant's Proportionate Share of any real estate and ad valorem taxes and any
other assessments of any nature (1) which shall or may become a lien upon, or be
assessed, imposed, or levied by lawful taxing authorities against the land upon
which the Shopping Center is located, the Building, and other buildings and
improvements on or for the benefit of the Shopping Center for the tax years (the
years for which a lien is imposed) falling wholly or partially within the ‘Term; (2)
which arise in connection with the use, occupancy, or possession of the Shopping
Center or any part of the Shopping Center or any land, the Building, easements,
other buildings or other improvements on the Shopping Center including, but not
limited to, those taxes imposed, levied or assessed to increase tax increments to
governmental agencies or for services such as, but not limited to, fire protection,
police protection, street, sidewalk and road maintenance, refuse removal, sewer,
storm drain, grey or recycled water facilities, or governmental services previously
provided without charge (or for a lesser charge) to property owners and
occupants; (3) which are allocable or measured by the area of the Premises or any
rent payable hereunder including, without limitation, any gross income tax or
excise tax on the receipt of such rent or upon the possession, leasing, operation,
maintenance, repair or use or occupancy by Tenant or Landlord of the Premises;
(4) which are attributable to the transfer or transaction directly or indirectly
represented by this Lease, by any subleases or assignments hereunder or by other
leases in the Shopping Center or by any document to which Tenant is a party
creating or transferring (or reflecting the creation or transfer) of any interest or an
estate in the Premises; (5) which are in the form of any penalties, fees or fines
stemming from water usage which become due and payable out of or for the
Shopping Center, any part of the Shopping Center, or any land, the Building, or
other improvements on the Shopping Center; or (6) which are imposed, assessed,
or levied in lieu of, in substitution for, or in addition to any or all of the foregoing
(collectively, the "Tax Cost"). The Tax Cost shall include any fees, expenses or
5
costs (including attorney's fees, expert fees and appraisal fees) incurred by
Landlord in protesting or contesting any assessments, levies or the tax rate, but
shall not include any charge (such as a water meter charge) which is measured by
actual user consumption. A real estate tax bill or copy submitted by Landlord to
Tenant shall be conclusive evidence of the amount of any real estate taxes,
assessments, or installment. If Landlord is required under a mortgage to escrow
taxes, Landlord may, but shall not be obligated to, use the amount required to be
escrowed as a basis for its estimate of Tenant's Proportionate Share. In addition,
Tenant shall pay all taxes levied against personal property, fixtures and Tenant's
improvements in the Premises. If taxes for which Tenant is liable are levied
against Landlord or Landlord's property and if Landlord elects to pay the same or
if the assessed value of Landlord's property is increased by inclusion of any such
items and Landlord elects to pay the taxes based on such increase, Tenant shall
pay Landlord upon demand that part of the taxes for which Tenant is liable.
ii) Tenant's Proportionate Share of all premiums for public liability, fire and
extended coverage or all risk, business income insurance, and rent loss, and any
other insurance policy which may be carried by Landlord insuring the Premises,
the Building, the Common Areas, the Shopping Center, or any improvements
(the "Insurance Cost").
(iv) A proportionate share of all utility services not measured by a separate meter for
the Premises and provided to Tenant and other tenants and/or occupants of the
Shopping Center (the "Utility Cost"). Tenant's share of the Utility Cost shall be
determined on the basis of the total square feet of floor area of the Premises as a
percentage of the total square feet of floor area leased by all tenants provided such
services. Tenant shall pay its share of such cost within ten (10) days after
demand. Landlord shall not bill Tenant for such cost more often than monthly. If
Landlord determines that it is not appropriate to base the utility bills on Tenant's
Proportionate Share due to the nature of Tenant's business activities or due to
some other equitable reason, Landlord may use its discretion in allocating such
bills.
Tenant's Proportionate Share of the Common Area Cost, Tax Cost, and Insurance
Cost shall be estimated by Landlord prior to the Rent Commencement Date and thereafter
prior to the first day of each Calendar Year. Landlord shall notify Tenant of the estimates
which shall be paid by Tenant in advance, on the first day of each and every calendar
month throughout the Calendar Year. At the end of the Calendar Year, when Landlord
has calculated the exact amount of Tenant's Proportionate Share of the costs, Landlord
shall notify Tenant of the exact amount. Any deficiencies in the payments (including
administrative costs) made by Tenant shall be paid by Tenant to Landlord within ten (10)
days of demand therefor. Any surplus paid by Tenant during the preceding Calendar Year
shall be applied against the next due monthly installments of the costs due from Tenant.
During any part of the Term less than a full Calendar Year, the costs shall be prorated on a
daily basis so that Tenant shall only pay Tenant's Proportionate Share of the costs
attributable to the portion of the Calendar Year occurring within the Term.
(©) The term "rent" shall include Annual Fixed Rent and Additional Rent.
@ Any delay or failure of Landlord in delivering any estimate or statement described
in this Section 6 or in computing or billing Tenant's Proportionate Share of the foregoing
costs shall not constitute a waiver of Landlord's right to require an increase in rent as
provided herein or in any way impair the continuing obligations of Tenant under this
Section. Tenant shall be deemed to have waived the right to dispute any matter relating to
the calculation of Common Area Cost, Tax Cost, Insurance Cost, and Utility Cost and
other rent if any claim or dispute is not asserted in wri to Landlord within six (6)
months of delivery to Tenant of (i) the billing statement setting forth the exact amount of
such costs incurred by Landlord for the period in question or (ii) the claim for rent due.
Tenant's obligations to pay rent as set forth in this Lease shall survive the expiration or
earlier termination of this Lease.
) Tenant shall pay, when due and before any delinquency, all taxes and assessments
(i) levied against any personal property or trade fixtures of Tenant in or about the
6
Premises; (ii) based upon the gross or net rent payable hereunder; and (iii) based upon this
Lease or any document to which Tenant is a party creating or transferring an interest in
this Lease or an estate in all or any portion of the Premises. Tenant further agrees to pay
Landlord, if assessed, by the jurisdiction in which the Shopping Center is located, any
sales or excise tax imposed, assessed or levied in connection with Tenant's payment of
rent hereunder,
COMMON AREAS
SECTION 7
@) Subject to the Rules and Regulations specified in Section 11, Landlord's rights
under Section 1(c) and the other applicable provisions of this Lease, Landlord grants to
Tenant and Tenant's employees, agents, customers, and invitees the nonexclusive right,
during the Term, to use, subject to the rights of governmental authorities, easements,
public highways and other restrictions of record, in common with others granted the use
thereof, the Common Areas located within or benefiting the Shopping Center. "Common
Areas" shall mean, as they may from time to time exist, those portions of the Shopping
Center which are exclusive of gross leasable area and other areas which are set aside as
the exclusive use areas of Landlord or its designees and shall include, without limitation,
the parking areas, roadways, pedestrian sidewalks, roofs, loading docks, delivery areas,
landscaped areas, and all other areas or improvements which may be provided by
Landlord for the general use of tenants of the Building and the Shopping Center and their
agents, employees, and customers whether within or without the Shopping Center.
Landlord shall be responsible for the operation, management, and maintenance of the
Common Areas. The manner in which the Common Areas shall be maintained and
expenditures in connection therewith shall be at the sole discretion of Landlord. Landlord
shall at all times have the right to utilize the Common Areas or permit the Common Areas
to be utilized for promotions, exhibits, carnival type shows, rides, outdoor shows,
displays, automobile and other product shows, the leasing of kiosks and food facilities,
landscaping, decorative items, and any other use which, in Landlord's sole judgment, tends
to attract customers to, or benefit the customers or tenants of the Shopping Center.
Landlord may temporarily close parts of the Common Areas for such periods of time as
may be necessary for (i) temporary use as a work area in connection with the construction
of buildings or other improvements within the Shopping Center or contiguous property;
(ii) repairs or alterations in or to the Common Areas or to any utility-type facilities; (iii)
preventing the public from obtaining prescriptive rights in or
Preview
Filing # 82677157 E-Filed 12/30/2018 09:22:25 PM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR CHARLOTTE COUNTY, FLORIDA PALM PLAZA PARTNERS, LLC, a Delaware limited liability company, Plaintiff, VS. CASE NO.: 19000002CA DIVISION: XIAO LING WU and GREAT WALL. BUFFET AT ENGLEWOOD, LLC, a Florida limited liability company, Defendants. COMPLAINT COMES NOW, Plaintiff, PALM PLAZA PARTNERS, LLC, by and _ through undersigned counsel, and sues Defendants, XIAO LING WU and GREAT WALL BUFFET AT ENGLEWOOD, LLC, and alleges: GENERAL ALLEGATIONS Jurisdiction, Parties, Venue 1 This is an action for money damages which exceed the sum of $15,000, exclusive of interest, costs, and attorney’s fees. 2 Plaintiff is foreign limited liability company, authorized to transact business in Florida, and the owner and Lessor of the commercial property located at 1951 S McCall Rd, Suite 400, Englewood, Florida 34223, consisting of approximately 4,372 square feet (the “Premises”). 3 Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, is a Florida limited liability company, with its principal address at the Premises. 4 Defendant, XIAO LING WU, whose address is the Premises, is the personal Guarantor of the Lease, and both Defendants have possession of the Premises under the Agreement of Lease (the “Lease”), 5 Venue is proper in Charlotte County pursuant to §47.011, Fla.Stat., because this is where the cause of action accrued and where the property in litigation is located. Substantive Allegations 6. Pursuant to the Lease, attached as Exhibit “A,” Defendants agreed to pay Plaintiff (i) rent for the Premises in the amount of $4,189.83 per month for Lease Year | (the “Fixed Rent”), and (ii) monthly common area cost/maintenance (CAM) and applicable sales and real estate tax, interest, and late fees (“Additional Rent”) (hereinafter the Fixed Rent and Additional Rent are collectively referred to as the “Rent”), for a period of five (5) years commencing April 3, 2018, and ending on March 31, 2023 (the “Lease Term”), with the Rent increasing on a yearly basis. 7. Pursuant to the Lease, Rent is due and payable on or before the first (1st) day of each month. 8 By notice dated November 27, 2018, and sent pursuant to Section 20(a)(i) of the Lease and §83.20, Fla.Stat., Defendants were provided with notice of their failure to pay the monthly Rent for (a) the partial month of September 2018; and (b) the full months of October 2018 and November 2018, and said Notice demanded payment of the Rent or possession of the Premises. Their failure to pay Rent constitutes a default under the Lease. A copy of that Notice, signed Certified Mail Receipt receipts, and Return of Service are attached as Composite Exhibit “BRB” 9 Defendants failed to pay the amounts as demanded or deliver possession of the Premises within the statutory time for doing so, and the Rent continues to accrue on a monthly basis. 10. Plaintiff has elected its remedy under the Lease, specifically those under Section 20 to declare all past due and future rentals due under the Lease. 11. Plaintiff was forced to retain the services of the undersigned attorney to prosecute this claim and is obligated to pay a reasonable fee for services. Plaintiffis entitled to an award of attorney’s fees and costs pursuant to Section 20(h) of the Lease, Paragraph 14 of the Guaranty, and pursuant to §83.231, Fla.Stat 12. All conditions necessary to bringing this action have occurred, been waived or been met. COUNT I (Breach of Lease - Damages) 13. Plaintiff incorporates Paragraphs 1 through 12 above as if set forth fully herein. 14. Pursuant to the Lease, Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, is required to make monthly rental payments to Plaintiff. 15. Contemporaneous with the Lease, Defendant, XIAO LING WU, executed a Guaranty, guarantying the obligations of Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, a copy of the Guaranty is attached as Exhibit “G” to the Lease. 16. Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, is in default and material breach of the Lease by failing to pay the monthly Rent due under the Lease, and as of the date of filing this Complaint owes Plaintiff $15,489.00, plus interest, and accelerated rentals through the end of the Lease Term in the amount of $233,414.05. 17. As a result of the Guaranty of obligations, Defendant, XIAO LING WU, is jointly and severally liable to Plaintiff for the failure of Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, to make Rent payments due under the Lease. 18. Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, has breached the Lease by failing to timely make payments due under the Lease. 19, As a direct and proximate result of Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC’s, breach of the Lease, Plaintiff has suffered damages. WHEREFORE, Plaintiff demands judgment against Defendant, GREAT WALL BUFFET AT ENGLEWOOD, LLC, and a joint and several judgment against Defendant, XIAO LING WU, for money damages in the amount of $248,903.05, plus Additional Rent, together with interest, late fees, attorney’s fees, costs and such further relief as deemed just and proper. COUNT II (Breach of Personal Guaranty - Damages) 20. Plaintiff incorporates Paragraphs 1 through 19 above as if set forth fully herein. 21. For valuable consideration, and as a material inducement to Plaintiff to enter into the Lease, Defendant, XIAO LING WU, executed a personal Guaranty, which is attached to the Lease as Exhibit G. See Exhibit “A.” 22. Defendant, XIAO LING WU, has materially breached the Guaranty by failing to pay Plaintiff the past due Rent, and accelerated Rents owed Plaintiff for the balance of the Term, which are due and owing as a result of Defendant’s, GREAT WALL BUFFET AT ENGLEWOOD, LLC, breach of the Lease. As of the date of filing this Complaint, Defendant, XIAO LING WU, owes Plaintiff past due Rent in the amount of $15,489.00, plus interest, and accelerated rentals through the end of the Lease Term in the amount of $233,414.05. 23. As a direct and proximate result of Defendant, XIAO LING WU’s, breach of the Guaranty, Plaintiff has suffered damages. WHEREFORE, Plaintiff demands judgment against Defendant, XIAO LING WU, for money damages in the amount of $248,903.05, together with Additional Rent, interest, late fees, attorney’s fees, costs and such further relief as deemed just and proper. DESIGNATION OF E-MAIL ADDRESS Pursuant to Fla.R.Jud.Admin. 2.516(b)(1)(A), the undersigned attorney for Plaintiff, designates the following e-mail address for the purpose of service of all documents in this proceeding: Primary E-Mail Address: ilm@mantonilegal.com MANTONI LEGAL, P.A. aD ChE JENNIFER L. MANTONI, ESQ. Florida Bar No. 0113342 1777 Tamiami Trail, Suite 409 Port Charlotte, Florida 33948 Tel: 239.687.3828 / Fax: 855.740.1933 Attorney for Plaintiff “T PALM PLAZA SHOPPING CENTER Englewood, Florida AGREEMENT OF LEASE LANDLORD PALM PLAZA PARTNERS, L.L.C. TENANT GREAT WALL BUFFET AT ENGLEWOOD, LLC ? EXHIBIT "A" INDEX Reference Pages... (i) Section 1 - Premises. Section 2 - Term... Section 3 - Fixed Rent. Section 4 - Intentionally Deleted Section 5 - Gross Sales Defined. Section 6 - Additional Rent. Section 7 - Common Areas Section 8 - Construction Of Premise: Section 9 - Use And Operation. Section 10 - Utilities ... 12 Section 11 - Rules And Regulations 13 Section 12 - Change Of Improvements By Tenant 13 Section 13 - Repairs And Maintenance .... 14 Section 14 - Waiver Of Liability By Tenan 15 Section 15 - Indemnification And Insurance 15 Section 16 - Signs .... 17 Section 17 - Assignment And Subletting 7 Section 18 - Repair After Casualty .. 19 Section 19 - Condemnation. 19 Section 20 - Landlord's Remedies Upon Defaul 20 Section 21 - Discharge Of Liens 23 Section 22 - Liability Of Landlord. 24 Section 23 - Rights Of Landlord... 24 Section 24 - Subordination To Mortgage. 24 Section 25 - No Waiver By Landlor« 25 Section 26 - Vacation Of Premise: 26 Section 27 - Memorandum Of Leas 26 Section 28 - Rent Demand . 26 Section 29 - Notices... 26 Section 30 - Applicable Law And Construction 26 Section 31 - Force Majeure 27 Section 32 - Landlord's Lien.. 27 Section 33 - Quiet Enjoyment 27 Section 34 - Holding Over 27 Section 35 - Brokers. 28 Section 36 - Caption: 28 Section 37 - Variations In Pronouns 28 Section 38 - Lender's Approval 28 Section 39 - Security Deposit 28 Section 40 - No Income Participation. 29 Section 41 - Successors And Assigns. 29 Section 42 - No Other Representations 29 Section 43 - No Optio 30 ection 44 - Estoppel . 30 Section 45 - Financial fement 30 Section 46 - Time Of Essenc« 31 Section 47 - Authority And Liability Of Tenant 31 Section 48 - Lease Guaranty.. 31 Section 49 - Entire Agreement 31 Section 50 - Bankruptcy. 31 Section 51 - Consents. 33 Section 52 - Grease Traps; Refuse. 33 Section 53 - Intentionally Deleted 34 Section 54 - Statutory Disclosure 34 Section 55 - Counterpart 34 Section 56 - Confidentiality... 34 Section 57 - Relationship of Parties. 35 Section 58 - Execution and Delivery 35 EXHIBIT "A" LEASE SUPPLEMENT EXHIBIT "B" SITE PLAN/LEASING PLAN EXHIBIT "C" OUTLINE OF LANDLORD'S WORK EXHIBIT "D" OUTLINE OF TENANT'S WORK EXHIBIT "E" RULES AND REGULATIONS EXHIBIT "F" GENERAL RETAIL SIGN CRITERIA EXHIBIT "F-1" TENANT SIGNAGE EXHIBIT "G" GUARANTY ii LEASE Reference Pages Palm Plaza Shopping Center Englewood, Florida LANDLORD: Palm Plaza Partners, L.L.C. a Delaware limited liability company LANDLORD'S ADDRESS FOR Palm Plaza Partners, L.L.C. NOTICES: c/o GK Development, Inc. 257 East Main Street Suite 200 Barrington, IL 60010 LANDLORD'S ADDRESS Palm Plaza Partners, LLC FOR RENT: P.O. Box 9 Barrington, IL 60011-0009 TENANT: Great Wall Buffet at Englewood, LLC, a Florida limited liability company TENANT'S ADDRESS: The Premises TENANT'S TRADE NAME: Great Wall PREMISES: Approximately 4,372 square fect (See Exhibit "B" for outline of Premises), a/k/a Space M. USE: The Premises shall be used and occupied only for the purpose of an Asian buffet restaurant and for no other use or purpose whatsoever. DELIVERY DATE: The date the Premises are delivered to Tenant. COMMENCEMENT DATE: The Effective Date RENT COMMENCEMENT DATE: April 1, 2018 TERMINATION DATE: March 31, 2023 TERM: Five (5) Lease Years, beginning on the Commencement Date and ending on the Termination Date (unless sooner terminated pursuant to this Lease). ANNUAL FIXED RENT: Lease Year $50,278.00 per year ($11.50/sf) Lease Year $51,786.34 per year ($11.85/sf) Lease Year 3. $53,339.93 per year ($12.20/sf) Lease Year $54,940.13 per year ($12.57/sf) Lease Year $56,588.33 per year ($12.94/sf) MONTHLY INSTALLMENTS OF FIXED RENT: Lease Year | $4,189.83 per month Lease Year 2. $4,315.53 per month Lease Year 3. $4,445.00 per month Lease Year 4. 4,578.34 per month Lease Year 5. $4,715.70 per month SECURITY DEPOSIT: $10,536.52 DEPOSIT FOR REMOVAL OF $500.00 SIGNS PLACED ON FACADE OF THE BUILDING ("Sign Deposit"): PLAN REVIEW FEE (PURSUANT $500.00 TO SECTIONS 8(c) AND 12(a)(ii) OF THE LEASE): REAL ESTATE BROKER DUE COMMISSION: None RENEWAL OPTIONS: One (1) option for five (5) years ANNUAL FIXED RENT: (1st Option): Lease Year 6 $61,208.00 per year ($14.00/sf) Lease Year 7 $63,044.24 per year ($14.42/sf) Lease Year 8 $64,935.57 per year ($14.85/sf) Lease Year 9 $66,883.63 per year ($15.30/sf) Lease Year 10 $68,890.14 per year ($15.76/sf) MONTHLY INSTALLMENTS OF FIXED RENT: (Ist Option) Lease Year 6. $5,100.67 per month Lease Year 7. 5,253.69 per month Lease Year 8. 5,411.30 per month Lease Year 9. $5,573.64 per month Lease Year 10...$5,740.85 per month GUARANTOR: Xiao Ling Wu The terms and information set forth on these Reference Pages are incorporated and made a part of the Lease between the parties indicated on Page 1 of the Lease. If there is a conflict between this information and the remainder of the Lease, this information shall control. The Lease includes Exhibits "A" through "G", all of which are made a part of this Lease by this reference. Unless otherwise provided, all capitalized terms contained in these Reference Pages shall have the meaning ascribed to them in the remainder of the Lease. iii THIS LEASE (this "Lease") is made and entered into on this Apt l _.F _ day o fy “ 2018 (the "Effective Date"), between Palm Plaza Partners, L.L.C., a Delaware li ited liability company ("Landlord"), and Great Wall Buffet at Englewood, LLC, a Florida limited liability company ("Tenant"). The attached Reference Pages are incorporated as part of this Lease. The terms of this Lease shall be effective as of the date written above. For good and valuable consideration and the sum of $10.00, the adequacy and receipt of which are hereby acknowledged, the parties agree: PREMISES SECTION 1 @) Landlord leases to Tenant and Tenant rents from Landlord the Premises shown on Exhibi "B". (All dimensions which may be shown on Exhibit "B" are measured from center of the wall to center of the wall for all party walls and from the outside face of all exterior walls and storefronts.) The Premises are located in the building (the "Building") which is located in the shopping center commonly known as Palm Plaza Shopping Center, Englewood, Florida (the "Shopping Center"). (>) "Tenant's Proportionate Share" as used in this Lease shall mean a fraction, the numerator of which is the gross leasable area of the Premises and the denominator of which is the gross leasable area of the Shopping Center from time to time, as either may be re-measured from time to time by Landlord to more accurately reflect the true gross leasable area. Notwithstanding the foregoing, in connection with the calculation of Tenant's Proportionate Share of Tax Cost, Insurance Cost and Common Area Cost (as such terms are hereinafter defined in Section 6), the denominator of such fraction shall be reduced by the gross leasable area of those portions of the Shopping Center for which Landlord is not obligated to incur (or is reimbursed for) such Tax Cost, Insurance Cost or Common Area Cost. The denominator in the above fraction shall increase or decrease with the further increase or decrease in the size of the Shopping Center. Gross leasable area of the Shopping Center means all ground floor area contained in the Shopping Center designated for tenants' or other occupants' exclusive occupancy. Notwithstanding anything to the contrary, if the Shopping Center shall be a part of or shall include a group of buildings or structures collectively owned by Landlord, its affiliates and/or third parties, Landlord may determine separately and equitably allocate Tax Costs, Insurance Costs and/or Common Area Costs between such buildings and structures and the parcels on which they are located and the tenants and other occupants thereon, in which event Tenant's Proportionate Share shall be based on the ratio for which Landlord separately determines such Tax Costs, Insurance Costs and/or Common Area Costs. (©) Landlord expressly reserves (i) the use of the exterior rear and side walls and roof of the Premises and the exclusive use of any space between the ceiling of the Premises and the floor above or the roof of the Building, (ii) the right to install, maintain, use, repair, and replace the pipes, ducts, conduits, and wires leading into or running through the Premises (in locations which will not materially interfere with Tenant's use of the Premises), (iii) the right in its sole and absolute discretion to expand, enlarge, delete, make alterations or additions to, and to build additional stories on, the Shopping Center and to build other buildings or improvements on the Common Areas (hereinafter defined in Section 7) and (iv) the right, upon sixty (60) days prior written notice to Tenant, to transfer and remove Tenant from the Premises to other available Tenant space of equal area and equivalent rent in the Shopping Center. (Landlord shall bear the expense of the transfer or removal as well as the expense of any renovations or alterations necessary in Landlord's opinion to make the new space conform substantially in arrangement and layout with the Premises.) These reservations in favor of Landlord are in addition to the tights granted to Landlord under Section 23. TERM SECTION 2 @ The Term and the Delivery Date are indicated on the Reference Pages. Notwithstanding anything contained herein to the contrary, should Landlord be prevented 1 from delivering the Premises to Tenant due to the failure of a prior tenant or occupant of the Premises from properly vacating the Premises, the Delivery Date shall be extended by one working day for each working day that delivery is so delayed. In no event shall Landlord be liable or responsible to Tenant for any loss or damage suffered by Tenant resulting from a delay in the Delivery Date. b) If requested by Landlord, the parties shall enter into a supplement to the Lease (the "Lease Supplement"), prepared by Landlord, stipulating the actual dates of the Delivery Date, the Commencement Date, the Rent Commencement Date and the Termination Date of the Term. The Form of Lease Supplement is attached hereto as Exhibit A. Tenant's failure to execute and deliver such Lease Supplement to Landlord within ten (10) days of receipt thereof from Landlord shall constitute an acknowledgment by Tenant that the Delivery Date, the Commencement Date, the Rent Commencement Date and the Termination Date contained therein are true and correct without exception. (©) "Lease Year" means a period of twelve (12) consecutive calendar months; provided, however, that the first Lease Year shall commence on the Commencement Date and expire twelve (12) months after the Rent Commencement Date. If the Rent Commencement Date is not the first day of a month, the first Lease Year shall be extended to the last day of the twelfth (12th) full calendar month following the Rent Commencement Date, and the first Lease Year shall include such partial month. @ Landlord grants Tenant the right and option to renew the Term for the option period indicated in the Renewal Option Section of the Reference Pages (the "Renewal Term"). Tenant shall notify Landlord in writing of its election to renew this Lease for the Renewal Term not less than six (6) months nor more than twelve (12) months prior to the expiration date of the then existing Term. Tenant's failure to timely exercise the option hereunder shall cause the automatic extinguishment thereof, time being of the essence. The Renewal Term shall be upon all of the terms, covenants, and conditions of this Lease except that the Annual Fixed Rent payable during the Renewal Term shall be as set forth on the Reference Pages. Notwithstanding the above, Tenant shall have no right to extend or renew this Lease if (i) it is in default at the time of giving its notice of renewal; (ii) Tenant is in default as of the first day of the extended Term which was the subject of such notice; or (iii) Tenant is not occupying the entire Premises. FIXED RENT SECTION 3 (@) Tenant agrees, without notice or demand and without any deduction or setoff, to pay Landlord, at Landlord's Address For Rent shown on the Reference Pages, or at such other place that Landlord may designate in writing, as a fixed minimum rent for the Premises per Lease Year, the Annual Fixed Rent indicated on the Reference Pages for such Lease Year in fixed equal monthly installments during each Lease Year equal to the Monthly Installments of Fixed Rent indicated on the Reference Pages for such Lease Year. Each Monthly Installment of Fixed Rent shall be payable in advance on the first day of each month during the Term commencing with the Rent Commencement Date set forth on the Reference Pages. ‘Tenant agrees to pay Landlord, if assessed by the jurisdiction in which the Shopping Center is located, any sales or excise tax imposed, assessed or levied in connection with Tenant's payment of the Annual Fixed Rent. (b) Upon execution of this Lease, Tenant shall deposit with Landlord (i) the Security Deposit indicated on the Reference Pages, which shall be held by Landlord during the Term pursuant to the provisions of Section 39; (ii) the Sign Deposit indicated on the Reference Pages, which shall be held by Landlord during the Term pursuant to the provisions of Section 16 and Section 39; (iii) the first Monthly Installment of Fixed Rent; and (iv) Landlord's estimate of the first monthly installment of Additional Rent. The funds deposited pursuant to clause (iii) of this Section 3(b) shall be applied to the Monthly Installment of Fixed Rent due for the first full month for which such payment is due. (©) Tenant's obligation to pay Annual Fixed Rent and Additional Rent shall begin on the Rent Commencement Date set forth on the Reference Pages. Rent (hereinafter defined in Section 6(c)) due for any period which is less than a calendar month, whether at the 2 beginning of the Term or after the Termination Date, shall be prorated on a daily basis and computed on the basis of Tenant's monthly rental payments (utilizing a thirty (30) day month for purposes of the computation). Tenant shall pay to Landlord the rent for each such day (i) concurrently with the first monthly installment of any rent due, (ii) upon vacating the Premises, or (iii) upon demand from Landlord, as the case may be. (@) Notwithstanding anything to the contrary contained herein, as long as (i) Tenant is not in default, (ii) Landlord has determined that Tenant has completed Tenant's Work (as hereinafter defined in Section 8) on or before Tenant's Work Completion Date (as hereinafter defined in Section 8) in strict accordance with the terms of this Lease, (iii) Tenant has delivered to Landlord the Required Work Documentation (as hereinafter defined in Section 8) along with an invoice for all of Tenant's Work that Tenant completed and paid for on or before Tenant's Work Completion Date showing the hard costs of Tenant's Work total at least the amount of the Abated Fixed Rent (defined below), (iv) Tenant has delivered to Landlord a Certificate of Occupancy if required under applicable law and (v) Tenant shall have re-opened for business at the renovated portions and all other portions of the Premises to the general public and as otherwise provided in the Lease, then Tenant shall be entitled to abate one (1) Monthly Installment of Fixed Rent for the first full calendar month occurring after Tenant has completed Tenant's Work. (the "Fixed Rent Abatement Period"). For the avoidance of doubt, the total amount of Rent abated during the Fixed Rent Abatement Period shall equal $4,189.83 (the "Abated Fixed Rent"). The payment by Tenant of the Abated Fixed Rent in the event of a default shall not limit or affect any of Landlord's other rights pursuant to this Lease or at Law or in equity. During the Fixed Rent Abatement Period, only one (1) Monthly Installment of Fixed Rent shall be abated, and all Additional Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease. ) If Tenant exercises its right to extend the Term for the Renewal Term, the Annual Fixed Rent payable during the Renewal Term shall be equal to the amount indicated in the Renewal Option Section of the Reference Pages for the Renewal Term and shall be paid in fixed equal monthly installments equal to the Monthly Installments of Fixed Rent indicated in the Renewal Option Section of the Reference Pages for the Renewal Term, which Monthly Installments of Fixed Rent shall be payable in advance on the first day of each month during the Renewal Term. @ Tenant recognizes that late payment of any rent or other sum due will result in administrative expense to Landlord, the extent of which is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is due and unpaid in full ten (10) days after the amount is due, the amount shall be increased by an amount equal in full to five percent (5%) of the unpaid amount or, if less, the maximum amount allowed under applicable Law (hereinafter defined in Section 9(d)). The increased amount shall be reassessed and added to Tenant's obligation for each successive monthly period until paid. The increased amount shall be deemed to be liquidated damages for the additional expense incurred by Landlord. The parties agree that the increased amount represents a fair and reasonable estimate of the cost Landlord will incur by reason of such late payment. The provisions of this Section shall not be in lieu of Landlord's remedies pursuant to Section 20 of this Lease. (g) Notwithstanding anything to the contrary contained in this Lease, under no circumstances may Tenant ever take a credit against or offset any Rent amount unless it is expressly permitted under the terms of this Lease or Tenant has received a final non- appealable ruling from a court of competent jurisdiction specifically granting Tenant permission to take a credit or offset Rent, and in the event Tenant violates such prohibition or does not strictly comply with any such ruling, Tenant’s Rent obligation for such period that Tenant takes a credit or offsets any Rent amount shall increase by an amount equal to double Tenant’s Rent obligation for such period (without regards to any credit or offset claimed by Tenant). Such increase in Rent shall neither constitute a waiver of any Tenant default with respect to such credit or offset nor prevent Landlord from exercising any other right or remedy available to Landlord. INTENTIONALLY DELETED SECTION 4 Intentionally deleted. GROSS SALES DEFINED SECTION 5 @ Gross Sales shall be construed to include the entire amount of the actual sales price of all goods, food, beverages, alcoholic beverages and services provided at, in, on, or from the Premises, including, without limitation, mail, telephone, electronic, video, computer or other technology-based system orders received or filled at the Premises, including gift and merchandise certificates, charges for services or rentals, all deposits not refunded to purchasers, orders taken at or from the Premises (although said orders may be filled elsewhere) ; the fair market value of any trade-ins of used products received by Tenant; restocking, return or other fees received by Tenant for customers for returning products; gross proceeds from the sale of tickets for lottery, theater, sporting or other events; and sales and receipts by any sublessee, assignee, concessionaire, licensee or other party in the Premises. Each installment or credit sale shall be treated as a sale for the full price in the month during which the installment or credit sale shall be made, irrespective of the time when Tenant shall receive payment (whether full or partial) from its customer. Layaway sales shall be included in Gross Sales to the extent of the down payment and any further payments during each calendar month, Gross Sales shall not include the following: (i) sums collected and paid by Tenant for any sales or excise tax imposed by any duly constituted governmental authority; (ji) the exchange of merchandise between stores of Tenant, if any, ifthe exchanges of merchandise are made solely for the convenient operation of the business of Tenant and not for the purpose of consummating a sale which has previously been made at, in, on, or from the Premises, and/or for the purpose of or having the effect of depriving Landlord of the benefit of a sale which otherwise would be made at, in, on, or from the Premises; (iii) the amount of returns to shippers or manufacturers; (iv) the amount of cash or credit refunds made upon any sale if the merchandise sold, or some part of the merchandise, is subsequently returned by the purchaser and accepted by Tenant , but only in those cases where the sales transaction originated at the Premises and the amount of the cash or credit refunds were previously included in Gross Sales; (v) sales of fixtures not in the ordinary course of Tenant's business; or (vi) sums and credits received in settlement of claims for loss or damage to merchandise. No deductions shall be allowed for uncollected or uncollectible credit accounts and bank checks, or charges for bank credit cards. (o) All sales shall be recorded by means of cash registers or point of sale devices approved by Landlord. All cash registers and point of sale devices shall be equipped with sales totalizer counters for all sales categories, and a sequential transaction totalizer counter, which counters are locked in, constantly accumulating, and which cannot be reset. The registers shall also contain tapes upon which sales details and sequential transaction numbers are imprinted. Beginning and ending sales totalizer readings shall be made a matter of daily record. In the event of admission charges or rentals, Tenant shall issue serially numbered tickets for each admission or rental and shall keep an adequate record of the tickets, both issued and unissued. Landlord may require Tenant to provide Landlord by noon of the next business day a recapitulation of Gross Sales to be included on forms provided by Landlord. Failure to make available a proper receipt to each customer upon request shall constitute a breach of this Lease. Tenant shall keep on the Premises, or at its principal office, true and complete records and accounts of all Gross Sales, including daily bank deposits, in, at, and from the Premises. The books and records shall include such sale records as would normally be examined by an accountant pursuant to generally accepted auditing standards in performing an audit of Tenant's sales or the sales of its subtenants or concessionaires. Tenant agrees to accurately record all sales in accordance with generally accepted accounting principles. ADDITIONAL RENT SECTION 6 (a) Tenant agrees to pay to Landlord, as additional rent ("Additional Rent") for the Premises, beginning on the Rent Commencement Date and ending on the expiration of the Term, without deduction or setoff, the following amounts: @ Tenant's Proportionate Share of the cost of operating and maintaining the Common Areas (the "Common Area Cost"), including, without limitation, the cost of the following: lighting, utilities, cleaning, Common Area snow and trash removal, line painting, security (if provided), management fees, administrative fees, maintenance, materials, labor costs, equipment (including, without limitation, the cost of service agreements on equipment), tools, general repairs, employee benefits and payroll taxes, accounting fees, legal fees, permits, license and inspection fees, sales, use and service taxes, and the repair or replacement of paving, curbs, stations, first-aid stations, comfort stations, stairways, truck ways, loading docks, package pick-up stations, sidewalks, ramps, roof’, the parking lot, driveways, any garage, landscaping, drainage facilities, and lighting facilities, including traffic lights, as may be necessary from time to time, and any other cost of operation of the improvements on the Common Areas. The Common Area Cost shall include the testing of any sprinkler alarm system or other fire prevention or suppression systems required by any governmental entity or insurance company in connection with the issuance of any permits or licenses or insurance policies, depreciation of equipment acquired for use in maintenance of the Common Areas, but shall not include the original cost of the equipment. Landlord has the right to include in Common Area Cost, and to establish as a reserve, such amounts (and for such periods of time) as Landlord deems reasonable for the maintenance, repair and restoration of the roof and paving of the Shopping Center. The amount of such reserve charged as a Common Area Cost for any period from January | through and including the immediately following December 31 (a "Calendar Year") shall not exceed five percent (5%) of the total Common Area Cost for said year, exclusive of Tax Cost and Insurance Cost for the same period. Gi) Tenant's Proportionate Share of any real estate and ad valorem taxes and any other assessments of any nature (1) which shall or may become a lien upon, or be assessed, imposed, or levied by lawful taxing authorities against the land upon which the Shopping Center is located, the Building, and other buildings and improvements on or for the benefit of the Shopping Center for the tax years (the years for which a lien is imposed) falling wholly or partially within the ‘Term; (2) which arise in connection with the use, occupancy, or possession of the Shopping Center or any part of the Shopping Center or any land, the Building, easements, other buildings or other improvements on the Shopping Center including, but not limited to, those taxes imposed, levied or assessed to increase tax increments to governmental agencies or for services such as, but not limited to, fire protection, police protection, street, sidewalk and road maintenance, refuse removal, sewer, storm drain, grey or recycled water facilities, or governmental services previously provided without charge (or for a lesser charge) to property owners and occupants; (3) which are allocable or measured by the area of the Premises or any rent payable hereunder including, without limitation, any gross income tax or excise tax on the receipt of such rent or upon the possession, leasing, operation, maintenance, repair or use or occupancy by Tenant or Landlord of the Premises; (4) which are attributable to the transfer or transaction directly or indirectly represented by this Lease, by any subleases or assignments hereunder or by other leases in the Shopping Center or by any document to which Tenant is a party creating or transferring (or reflecting the creation or transfer) of any interest or an estate in the Premises; (5) which are in the form of any penalties, fees or fines stemming from water usage which become due and payable out of or for the Shopping Center, any part of the Shopping Center, or any land, the Building, or other improvements on the Shopping Center; or (6) which are imposed, assessed, or levied in lieu of, in substitution for, or in addition to any or all of the foregoing (collectively, the "Tax Cost"). The Tax Cost shall include any fees, expenses or 5 costs (including attorney's fees, expert fees and appraisal fees) incurred by Landlord in protesting or contesting any assessments, levies or the tax rate, but shall not include any charge (such as a water meter charge) which is measured by actual user consumption. A real estate tax bill or copy submitted by Landlord to Tenant shall be conclusive evidence of the amount of any real estate taxes, assessments, or installment. If Landlord is required under a mortgage to escrow taxes, Landlord may, but shall not be obligated to, use the amount required to be escrowed as a basis for its estimate of Tenant's Proportionate Share. In addition, Tenant shall pay all taxes levied against personal property, fixtures and Tenant's improvements in the Premises. If taxes for which Tenant is liable are levied against Landlord or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of any such items and Landlord elects to pay the taxes based on such increase, Tenant shall pay Landlord upon demand that part of the taxes for which Tenant is liable. ii) Tenant's Proportionate Share of all premiums for public liability, fire and extended coverage or all risk, business income insurance, and rent loss, and any other insurance policy which may be carried by Landlord insuring the Premises, the Building, the Common Areas, the Shopping Center, or any improvements (the "Insurance Cost"). (iv) A proportionate share of all utility services not measured by a separate meter for the Premises and provided to Tenant and other tenants and/or occupants of the Shopping Center (the "Utility Cost"). Tenant's share of the Utility Cost shall be determined on the basis of the total square feet of floor area of the Premises as a percentage of the total square feet of floor area leased by all tenants provided such services. Tenant shall pay its share of such cost within ten (10) days after demand. Landlord shall not bill Tenant for such cost more often than monthly. If Landlord determines that it is not appropriate to base the utility bills on Tenant's Proportionate Share due to the nature of Tenant's business activities or due to some other equitable reason, Landlord may use its discretion in allocating such bills. Tenant's Proportionate Share of the Common Area Cost, Tax Cost, and Insurance Cost shall be estimated by Landlord prior to the Rent Commencement Date and thereafter prior to the first day of each Calendar Year. Landlord shall notify Tenant of the estimates which shall be paid by Tenant in advance, on the first day of each and every calendar month throughout the Calendar Year. At the end of the Calendar Year, when Landlord has calculated the exact amount of Tenant's Proportionate Share of the costs, Landlord shall notify Tenant of the exact amount. Any deficiencies in the payments (including administrative costs) made by Tenant shall be paid by Tenant to Landlord within ten (10) days of demand therefor. Any surplus paid by Tenant during the preceding Calendar Year shall be applied against the next due monthly installments of the costs due from Tenant. During any part of the Term less than a full Calendar Year, the costs shall be prorated on a daily basis so that Tenant shall only pay Tenant's Proportionate Share of the costs attributable to the portion of the Calendar Year occurring within the Term. (©) The term "rent" shall include Annual Fixed Rent and Additional Rent. @ Any delay or failure of Landlord in delivering any estimate or statement described in this Section 6 or in computing or billing Tenant's Proportionate Share of the foregoing costs shall not constitute a waiver of Landlord's right to require an increase in rent as provided herein or in any way impair the continuing obligations of Tenant under this Section. Tenant shall be deemed to have waived the right to dispute any matter relating to the calculation of Common Area Cost, Tax Cost, Insurance Cost, and Utility Cost and other rent if any claim or dispute is not asserted in wri to Landlord within six (6) months of delivery to Tenant of (i) the billing statement setting forth the exact amount of such costs incurred by Landlord for the period in question or (ii) the claim for rent due. Tenant's obligations to pay rent as set forth in this Lease shall survive the expiration or earlier termination of this Lease. ) Tenant shall pay, when due and before any delinquency, all taxes and assessments (i) levied against any personal property or trade fixtures of Tenant in or about the 6 Premises; (ii) based upon the gross or net rent payable hereunder; and (iii) based upon this Lease or any document to which Tenant is a party creating or transferring an interest in this Lease or an estate in all or any portion of the Premises. Tenant further agrees to pay Landlord, if assessed, by the jurisdiction in which the Shopping Center is located, any sales or excise tax imposed, assessed or levied in connection with Tenant's payment of rent hereunder, COMMON AREAS SECTION 7 @) Subject to the Rules and Regulations specified in Section 11, Landlord's rights under Section 1(c) and the other applicable provisions of this Lease, Landlord grants to Tenant and Tenant's employees, agents, customers, and invitees the nonexclusive right, during the Term, to use, subject to the rights of governmental authorities, easements, public highways and other restrictions of record, in common with others granted the use thereof, the Common Areas located within or benefiting the Shopping Center. "Common Areas" shall mean, as they may from time to time exist, those portions of the Shopping Center which are exclusive of gross leasable area and other areas which are set aside as the exclusive use areas of Landlord or its designees and shall include, without limitation, the parking areas, roadways, pedestrian sidewalks, roofs, loading docks, delivery areas, landscaped areas, and all other areas or improvements which may be provided by Landlord for the general use of tenants of the Building and the Shopping Center and their agents, employees, and customers whether within or without the Shopping Center. Landlord shall be responsible for the operation, management, and maintenance of the Common Areas. The manner in which the Common Areas shall be maintained and expenditures in connection therewith shall be at the sole discretion of Landlord. Landlord shall at all times have the right to utilize the Common Areas or permit the Common Areas to be utilized for promotions, exhibits, carnival type shows, rides, outdoor shows, displays, automobile and other product shows, the leasing of kiosks and food facilities, landscaping, decorative items, and any other use which, in Landlord's sole judgment, tends to attract customers to, or benefit the customers or tenants of the Shopping Center. Landlord may temporarily close parts of the Common Areas for such periods of time as may be necessary for (i) temporary use as a work area in connection with the construction of buildings or other improvements within the Shopping Center or contiguous property; (ii) repairs or alterations in or to the Common Areas or to any utility-type facilities; (iii) preventing the public from obtaining prescriptive rights in or