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PAVAN PARIKH
HAMILTON COUNTY CLERK OF COURTS
COMMON PLEAS DIVISION
ELECTRONICALLY FILED
December 5, 2023 11:03 AM
PAVAN PARIKH
Clerk of Courts
Hamilton County, Ohio
CONFIRMATION 1401806
RYAN K BLANKENSHIP A 2305258
vs.
MICHAEL MYERS
FILING TYPE: FILING
PAGES FILED: 11
EFR200
E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1
IN THE HAMILTON COUNTY COMMON PLEAS COURT
HAMILTON COUNTY, OHIO
Ryan K. Blankenship
7097 Pleasant Colony Circle
Blacklick, OH 43004
Case No.
Plaintiff,
Judge:
Michael Myers
8502 Ethan Court
Fairfield, OH 45014
and
Tawana Myers
8502 Ethan Court
Fairfield, OH 45014
and
Dream Center, Inc. EXHIBIT F_1
Michael Myers, Statutory Agent
8502 Ethan Court
Fairfield, OH 45014
Defendants.
Respectfully submitted,
/s/ Sean A. Devlin
Sean A. Devlin (0096591)
Petty-Devlin Law Group, LLC
495 Mill Wind Drive
Westerville, OH 43082
Phone: (614) 579-1839
Email: Sean.Devlin@pd-attorneys.com
Counsel for Plaintiff Ryan Blankenship
E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1
7 =
EXHIBIT
c_|
= cy
SHOPPING CENTER LEASE
Between
Sharonville Plaza, LLC
as Landlord,
and
NEXT LEVEL FITNESS & TRAINING SHARONVILLE, LLC
as Tenant,
Demising approximately
29,066 square feet in the
SHARONVILLE PLAZA, LLC
Sharonville, Ohio
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LEASE SUMMARY
Tenant’s Name .. Next Level Fitness & Training Sharonville, LLC
Tenant’s Address........ 1220 County Line RD Unit C, Ohio, 43081
Leaseable Area is foe 29,066 square feet
Premises Address... 12037 Lebanon Road Sharonville, Ohio 45241
Commencement date. Upon Landlords Delivery
Original term 120 months
Number of Options... 2
Term of options... 60 months
Base rent (psf) $8.50 per square feet
Base Rent ($)...... 9 $20,588.41
Operating Costs Escrow Payment (CAM) (psf). $1.98 per square foot
Operating Costs Escrow Payment (CAM) (8)... $4,795.89
Tax Escrow Payment (RET) (ps: 1.02 per square foot
Tax Escrow Payment (RET) ($)..... $2,470.61
Total Monthly Payment (incl. sales taxes) .......
Rent Increase..... Scheduled
Permitted use... aia Athletic training and fitness center
Deposit (in number of months)... 1
Deposit ...... sas $27,854.91
Prepaid Rent...... none (0) month
Guarantor(s) ......... a Ryan Blankenshin and Kathleen Borror-
Authorized Signer for tenant... lame: Ryan Blankenship
Title: authorized member
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S HOPPING CEN TER LEASE
THIS SE, made as of the Effective Date (as hereinafter defined) between:
Sharonville Plaza, LLC ("Landlord");
located ar: 10760 Pisa RD
West Palm Beach, FL 33414
and Next Level Fitness & Training Sharonville, LLC ("Tenant")
located at: 1220 County Line RD Unit C
Westerville, Ohio 43081
WITNESSETH
In consideration of the covenants herein contained, on the part of the Tenant to be kept and performed, Landlord
herein leases to Tenant the "Demised Premises”,being
the premises commonly known as 12037 Lebanon Road Sharonville, OH containing approximately 29,066 square feet, in a shopping center commonly known as
Windsor Bay Shopping Center (the "Shopping Center"), as legally described on Exhibit "A" and depicted on Exhibit "B".
TO HAVE AND TO HOLD the same unto Tenant on the following terms and conditions:
1.0 DEFINITIONS. When used hercin, the following terms shall have the following definition:
Lor This Shopping center Lease (“‘Leasc”) shall be effective as of the last date this Lea was executed by the parties as indicated below their signatures
("Effective Date
Ld “Commencement Date” shall mean the date that Landlord delivers possession of the Demised Premises to Tenant with the work set forth in Exhibit C,
Schedule | (“Landlord's Work”) completed. Tenant obligation to pay Base Rent ill commence one hundred twenty days after Tenant opens for business. Tenants
obligation to pay Operating Costs, Taxes and Insurance Costs will commence Ninety (90) days after Tenants opens for business,
12, “Lease Term" shall mean that period of time beginning on the Commencement Date and expiring 120 months from the Commencement Date or if the
Commencement Date shall occur on a day other than the first day of the month, from the first of the next month succeeding the Commencement Date; provided,
however, that the terms of any extensions or renewals hereof shall be deemed to be included in the "Lease Term”. Tenant shall have two options to extend the original
term hereof for 60 months each, Tenant shall exercise such options by givin written notice of such election to Landlord not less than one hundred eight (180) days
before the expiration of the then current term. Ifsaid options are duly exercised, the Lease Term shall be automatically extended for the period of the option, without the
sequirement of any further instrument, upon all of the same terms, provisions and conditions sct forth in this Lease, except that the Base Rent for such option periods
shall be as set forth in the schedule in paragraph 3.2 below.
3 “Permitted Usc" shall mean use of the Demised Premises only as: athletic training and fitness center, aerobics, free weights, exercise ‘equipment,
juice bar,
sale of workout clothing and accessories, weight control management programs, sale of food and beverage nutritional supplements, tanning beds, sports medicine,
rehabilitation, babysitting services, Tenant shall have the exclusive right to operate an athletic training and fitness center within the Shopping Center,
14, ‘Base Rent" shall initially mean $247,061.00 per annum, payable in equal monthly installments of $20,588.41 in advance, on the first day of every calendar
month during the Lease Term,.
1.5. “Operating Costs Escrow Payment” shall mean 1/12th of Tenant's Proportionate Share of Landlord's total annual operating costs, which shall initially be
$4,795.89 per month
Lo. “Tax Escrow Payment” shall mean 1/12th of Tenant's Proportionate Share of annual property taxes for the Shopping Center, which shall initially be
$2,470.61. per month
17. "Deposit" shall equal 1 months of the total monthly rent payment (including Base Rent, plus Operating Costs Escrow Payment plus Tax Escrow Payment
which equals $27,854.91.
18. "Proportionate Share" shall mean the fraction determined as set forth in Paragraph 29 hereof, which shall initially be 2.238034 %.
19, "Guarantor(s)" shall be: Ryan Blankenship Kathleen Borror, - jointly and severally.
2.2 DEMI; PREMISES, COMMENCEMENT, CONSTRUCTION AND ACCEPTANCE.
24. Landlord owns and controls (but makes no warranty as to the conditions of its title thereto except that it is not in default of any mortgage) the land legally
described on Exhibit "A" and depicted on Exhibit "B" hereof, together with the buildings and improvements depicted thereon. The Demised Premises shall include only
the appurtenances specifically granted, Landlord specifically excepting and reserving for itself, the roof, the air space above the roof, the space below the floor, and
exterior portions of the Demised Premises (other than the store front), and the right to install, maintain, use, repair and replace pipes, duct work. conduits, utility lines
and wires in the Demised Premises, and Landlord shall not unreasonably interfere with the normal business operations of Tenant when performing said work.
Notwithstanding the provisions of the previous sentence, Landlord shall not advertise any business on or over the roof of the Demised Premises. The Landlord further
reserves the right at any time to relocate the buildings, automobile parking areas and other Common Areas; to change the number of buildings, buildings' dimensions,
the number of floors in any of the buildings, store dimensions, Common Ar the identity and type of other stores and tenancies to construct other buildings ar
improvements in the Shopping Center; to construct double-deck or elevated parking facilities; and to increase or decrease the size and scope of the Shopping Center;
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to the Demised Premises and the volume of parking facilities shall not be materially
provided only that the location and size of the Demised Premises, reasonable acces
impaired. The Shopping Center may become part ofa larger, mixed use commercial development (the "Project".
The Landlord and Tenant hereby assume construction obligations with regard to the improvement of the Demised Premises, as set forth in Exhibit "C" to this
Lease entitled "Landlord's Work and Tenant's Work". In the performance of any improvement work, Tenant is further! g its own interests and not acting as agent of
Landlord,
22.4 Landlord shall deliver the Demised Premises to Tenant clean and free of debris (unless Tenant is already in possession). Except as otherwise provided in this
Lease, Tenant hereby accepts the Demised Premises in their existing condition as of the Commencement Date, absolutely and without exception, subject to all
applicable zoning, municipal, county and state laws, ordinances and regulations goveming and regulating the use of the Demised Premises, and any covenants or
restrictions of record, and accepts the Tease subject thereto and to all matters closed thereby and by any hibits attached hereto, Tenant acknowledges that neither
Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Demised Premises for the conduct of Tenant's
business. Landlord's liability with respect to latent defects in construction shall not extend beyond one (1) year from (a) the date the Demised Premises are ready for
‘occupancy. or (b) the Commencement Date, whichever is earlier, whether or not such defects are discovered within said period. Notwithstanding the foregoing
Landlord warrants that the property containing the Demised Premises is properly zoned for Tenant's Permitted Use.
3. RENT.
3 ‘Tenant shall pay to Landlord the Base Rent, payable in advance and without demand, set-off or deduction, in equal monthly installments on the first day of
each month of the Lease Term, If the Commencement Date shall occur on a day other than the first day of the month, Tenant shall pay Base Rent equal to one-thirtieth
(130th) of the monthly Base Rent multiplied by the number of days in such fractional month. The first such monthly installment of Base Rent shall be due and payable
‘One Hundred Eighty (180) days after the Lease Commencement Date regardless of the date Tenant opens for business. Notwithstanding the forgoing if the Tenant
opens for business prior to the expiration of the One Hundred Eighty (180) day period, Tenant will only begin to pay Operating Costs as of the date that Tenant opens to
the general public.
3.2. The Base Rent shall be payable by Tenant as follows:
Period Per. jare Foo! nual Ret Monthly Rent
Months 1-4 so $0 $0
Months 5-60: $8.50 PSE $247,061.00 $20,588.41
Months 61-120: $9.35 PSF $271,767.10 $22,647.25
1* Option Period $10.28 PSF $298,798.48 $24,899.87
2™ Option Period: S11.30 PSF $328.445.80 $27,370.48
33, The covenant of Tenant to pay rent (being Base Rent, Operating Costs and all other sums due hereunder) is separate and distinct from other covenants, and
Tenant shall have no right of set-offor reduction in the payment of rent for any reason. Payments required hereunder shall be in United States curreney.
4, DI SIT. Tenant shall deliver to Landlord the Deposit as security for Tenant's faithful performance of Tenant's obligations as follows: at Lease
execution $9,284.97, November 1, 2018 $9,284.97 and December 1, 2018 $9,284.97, If Tenant should fail to pay rent or other charges due hereunder, or otherwise
should default with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other
charge or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage
which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said Depos ‘enant shall within ten (10) days after written demand therefore
deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount hereinabove stated, and Tenant's failure to do so shall be a material breach
of this Lease, Landlord shall not be required to keep the Deposit separate from its general accounts nor to cause interest to accrue thereon. If Tenant should perform all
of Tenant's obligations hereunder, the Deposit, or so much thereof as shall not theretofore have been applied by Landlord, shall be returned, without payment of interest
or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee or subtenant) at the expiration of the Lease Term and within 30 days after the
Tenant shall have vacated the Demised Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. The Depo: is notan
advance payment of rent and is not a measure of Landlord's loss or damages. Notwithstanding the foregoing, in the event that Tenant is not default after the original
120 month term of the ase, Landlord shall promptly refund the $27,854.91 Deposit to Tenant or apply said Deposit to the next month(s) of Base Rent and Operating
Costs if Tenant has exercised its option to renew the Lease.
5. TAXES.
5. Tenant shall pay its Proportionate Share of the real property taxes applicable to the Demised Premises for cach full or partial calendar years during the Lease
Term. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes. Landlord shall not be obligated to obtain discounts or to protest in
the payment of real property taxes.
SLI Tenant shall pay to Landlord the Tax Escrow Payment on the first day of each month. The monthly Tax Escrow Payment is based on Landlord's estimate of
‘Tenant's Proportionate Share of the estimated real property taxes for the Shopping Center for the year in question and is subject to increase or decrease as determined by
Landiord to reflect an accurate escrow of Tenant's obligation. The Tax Escrow Payment account shall be reconciled annually. If Tenant's total Tax Escrow Payments
should be les than Tenant's actual Proportionate Share of the real property taxes for the Shopping Center for any given year, Tenant shail pay to Landlord on demand
the difference; if Tenant's total Tax Escrow Payments should be more than Tenant's actual Proportionate Share of the real property taxes on the Shopping Center
payable during that calendar year, Landlord shail retain such excess and credit it against the next Tax Escrow Payment(s) due from the Tenant to Landlord or refund to
Tenant such amount if the Lease has terminated without Tenant's default. This obligation of Tenant shall survive termination of this Lease.
5.1 As used herein, the term "real property tax” shall include any form of assessment, tic se fee, levy, and other governmental impositions, charges and taxes
(other than inheritance or estate taxes) of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and all
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installments thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease Term, be levied, assessed or imposed
by any authority having the direct or indirect power to tax (including, without limitation, any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement district thereof) as against any legal or equitable interest of Landlord in the Demised Premises or in the real property of which
the Demised Premises are a part, and all costs incurred by Landlord in contesting or negotiating the same with governmental authorities. Nothing herein contained shall
be construed to include, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon
Landlord; provided, however, that if, at any time after the date of execution hereof, the methods of taxation shall be altered so that in lieu of or as a substitute for the
whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such
real estate, or (b) a license fee measured by the rents receivable by Landlord from the Shopping center or any portion thereof, or (c) a tax or license fee imposed upon
Landlord which is otherwise measured by or based in whole or part upon the Shopping Center or any portion thereof, or (d) an income or franchise tax, then the same
shall be included in the computation of real estate taxes hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were
the only property of Landlord subject thereto. In addition to the foregoing, should any govermmental thority acting under any exis 1g or future law, oF ees or
regulation, levy, assess or impose a tax, excise and/or assessment upon or against this Lease, the execution hereof and/or the Base Rent, or any item of additional rent
payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps
or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment or shall reimburse Landlord for the amount thereof, as the case may be.
5.1.3. In the event any part of the Shopping Center should be separately assessed for the purpose of real property taxes, Landlord may, at any time and from time to
time, elect, which election shall be subject to revocation, to exclude that portion of the real estate taxes allocable to any such separately assessed portion of the Shopping
Center. In such event, for the purposes of calculating Tenant's Proportionate Share of real property taxes, the denominator shall not include that portion of the Shopping
Center within the separately assessed parcel.
5.2, Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment, inventory and all other personal
property of Tenant contained in the Demised Premises or elsewhere. Tenant shall cause said trade fixtures, furnishings, equipment, inventory and all other personal
property to be assessed and billed separately from the real property of Landlord, however, should any of Tenant personal property be assessed with Landlord's real
property, Tenant shall pay to Landlord the taxes attributable to said personal property within ten (10) days after receipt ofa written statement setting forth the taxes
applicable to Tenant's personal property,
53. Tenant shall pay any and all sales tax, tax on rentals, and any other charges, taxes and/or impositions now in existence or hereafter imposed by any
governmental authority against this Lease, the execution hereof and/or the Base Rent, Percentage Rent and any other charges payable by Tenant.
6. JOMMON AREA AND OPERATING COSTS.
6.1. The term "Common Area" shall mean that part of the Shopping Center designated by Landlord from time to time for the common use of all tenants,
luding, among other facilities, parking area, sidewalks, landscaping, water retention, curbs, loading areas, private streets and alleys, lighting facilities, hallways,
malls, restrooms, and other areas and improvements provided by Landlord for the common use of all tenants, all of which shall be subject to Landlord's sole
management and control. Without limiting the generality of the foregoing, Landlord eves the right (0 enter into, modify and terminate easements and other
agreements pertaining to the maintenance and use of the parking areas and other Common Areas; to close any and all portions of the Common Area to such extent and
for such time as may, in the sole discretion of Landlord's counsel, be legally necessary to prevent a dedication thereof or the accrual of rights to any person or the public
therein, to close temporarily, if necessary, any part of the Common Area to discourage non customer parking; and to make changes, additions, deletions, alterations or
improvements in and to the Common Areas provided there shall be no unreasonable obstruction of Tenant’s right of ingress to or egress from the Demised Premises or
any unreasonable diminution in the number of parking spaces.
6.2. Tenant and its employees, customers, subtenants, licensees and concessionaires shall have the nonexclusive right and license to use the Common Area as
constituted from time to time, such use to be in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same
and subject to such reasonable rules and regulations governing use as Landlord may from time to time prescribe, including the designation of specific areas within the
Shopping Center, or in reasonable proximity thereto, in which automobiles owned by Tenant, its employe ;, Subtenants, licensees and concessionaires shall be parked.
Tenant shall furnish to Landlord upon request a complete list of license numbers of all automobiles operated by Tenant, its employees, subtenants, licensees and
concessionaires.
63. Landlord shall operate, maintain and repair the Common Area and the Shopping Center in such manner as Landlord shall determine in its sole discretion.
Tenant shall pay its Proportionate Share of the Operating Costs (as hereinafter defined) during the term of this Lease. The term "Operating Costs" shall mean all costs,
expenses and other charges incurred by Landlord for the ownership, operation, insurance, maintenance and repair of the Shopping Center, including the Common Area,
and shall include, but not be limited to, the costs and expenses of the following, together with all taxes and assessments which may be imposed thereon.
63.1. garbage and trash removal; maintenance, repair and replacement of all parking lot surfaces, including cleaning, sweeping, painting, striping,
resealing and repaving; maintenance, repair and replacement of sidewalks, curbs, guardrails, bumpers, fences, screens, flagpoles, bicyole racks, Shopping
Center identification signs, directional signs, traffic signals, and other traffic markers and signs;
6. i2, maintenance, repair and replacement of (a) storm and sanitary drainage systems, including disposal plants, lift stations and retention ponds or
bai ; (b) irrigation systems; (c) electrical, gas, water, telephone and other utili '$ systems furnished to the Shopping Center; (d) lighting systems
(including bulbs, poles and fixtures); (e) emergency water and sprinkler systems; (f) other utility systems; and (g) any utility charges in connection with any
of the foregoing systems;
6.3.3, exterior planting, maintenance, replanting and replacing of flowers, shrubbery, plants, trees and other landscaping and the periodic cleaning of the
outside of all windows in the front of the Demised Premises and other premises in the Shopping Center:
6.3.4. maintenance, repair, cleaning, replacement and substitution of and for all portions of the buildings in the Shopping Center (excluding the
Demised Premises and the premises leased to other tenants), including walls, roofs and roof flashings, canopies, skylights, signs, planters, benches, ire exits,
doors and hardware, windows, glass and glazing;
63.5. premiums or contributions for insurance, including without limitation, liability surance for personal injury, death, defamation and claims of
false arrest; property insurance; workmen's compensation; broad form all-peril insurance which may include flood insurance, earthquake insurance. boiler
insurance and/or rent insurance; fidelity bonds for personne ind plate glass insurance; provided, however, (i) if Landlord should elect to self-insure, insure
with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, Landlord shall estimate
the amount of premium it would have been required to pay to obtain insurance coverage (or insurance coverage without such provision) with a recognized
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carrier, and such estimated amount shall be deemed to be an Operating Cost, and (ii) Landlord may, in @ reasonable manner, allocate insurance premiums for
so-called "blanket" insurance policies which insure other properties as well as the Shopping Center and such allocated amount shall be an Operating Cost;
6.3.6. maintenance, repair and acquisition costs (rental fees and/or purchase price or in lieu of purchase price, the annual depreciation allocable thereto)
of all security devices, machinery and equipment and all personal property taxes and other charges incurred in connection with such security devices,
machinery and equipment;
6.3.7. all license and permit fees, and all parking surcharges that m: result from any environmental or other laws, rules, regulations, guidelines or
order;
6.3.8. the cost of installation and operation of music program services and loudspeaker systems;
63.9. fees and/or salaries payable to a management company and/or personnel for such purposes, including, without limitation, a) security and
maintenance people, (b) secretaries and bookkeepers, and (c) payroll taxes, workmen's compensation, employee benefits and related expenses of such
personnel;
63.10. all supplies, tools, materials and equipment used by Landlord with regard to its operation, maintenance and repair of the Common Area and
Shopping Center;
63.11, professional fees, including, without limitation, those for accountants, attomeys and other similar or related professionals, except to the extent
attributable to leasing of the Shopping Center, enforcement of leases against tenants and financing or sales of the Shopping Center; and
6.3.12. Landlord's supervision and administrative costs in an amount equal to fifteen (15%) percentage of the total Operating Costs
6.3.13. all water charges as billed by the water company providing water to the Shopping Center.
‘The foregoing Subsections 6.3.1 through 6.3.13 are for definition only and are not to be construed to impose any obligations on Landlord.
64, Notwithstanding the foregoing provisions, Operating Costs shall not include:
64.1 depreciatior
6.4.2. costs of repairing and replacing to the extent that proceeds of insurance or condemnation awards are received by Landlord therefore; and
6.4.3. costs of a capital nature (to the extent they constitute improvements beyond the original condition or utility of the item in question);
6.44. costs which pertain only to one tenant or to less than all tenants of the Shopping Center;
6.4.5. advertising and promotional costs;
646, bad debt loss, Rent loss or reserves for same:
64.7, financing costs of Landlord, including points, commitment fees, broker fees, legal fees and mortgage principal and interest:
648. costs relating to duties, liabilities, or obligations of other tenants of the Shopping Center;
6.4.9. costs of Landlord from its failure to perform any agreements under this Lease:
64.10. costs, fines, or penalties charged to Landlord duc to violations of any laws or orders;
6411. costs to remove or abate asbestos or other hazardous substances on the Shopping Center property:
6.4.12, legal fees, broker commissions, and other costs regarding negotiating leases with other tenants of the Shopping Center or fees regarding disputes
between Landlord and any tenant of the Property or any mortgagee:
64.13. costs incurred by Landlord beyond the proceeds of insurance for any casualty or condomnation.
65. Tenant shall pay to Landlord the Operating Costs Escrow Payment on the first day of each month. The monthly Operating Costs Escrow Payment is based
on L ndlord’s estimate of Tenant's Proportionate Share of the Operating Costs for the ar in question and is subject to increase or decrease no more often than twice
during each calendar year as determined by Landlord to reflect an accurate escrow of Tenant's obligation. Subsequent to the end of each full or partial calendar year,
Landlord shall notify Tenant of the Operating Costs and of Tenant's Proportionate Share thereof for such full or partial calendar year. If the total of Operating Costs
Escrow Payments paid by Tenant for any full or partial calendar year is less than the actual amount due from Tenant as shown on such notice, Tenant shall pay to
Landlord the difference between the amount paid by Tenant and the total amount due within ten (10) days after receipt of such notice. If the total Operating Costs
Escrow Payments paid by Tenant for such full or partial calendar year exceed the actual amount due from Tenant as shown on such notice, such excess shall be retained
by Landlord and shall be credited against the next Operating Costs Escrow Payment(s) due trom Tenant to Landlord or said amount shall be refunded to Tenant if the
Lease has terminated without Tenant being in default. If the Commencement Date is a day other than the first day of the calendar year, or if the term of this Lease
should end on a day other than the last day of the calendar year, Tenant's Proportionate Share of Operating Costs shall be prorated by dividing Tenant's annual
Proportionate Share of Operating Costs by 365 (or 366 in leap years) and multiplying the result by the number of days contained in such partial calendar year.
6.6. Provisions herein to the contrary notwithstanding, in the event Landlord should be required, as a condition to entering into a lease of premises wi the
Shopping Center with a key tenant (being a tenant leasing 6,500 square fect of space, or more, within the Shopping Center) to grant to such key tenant a concession to
its obligation to pay its proportionate share of Operating Costs, Landlord may elect in its sole discretion to redetermine Tenant's Proportionate Share of Operating Costs
by subtracting the number of square feet leased to such key tenant(s) from the denominator of the fraction used to determine Tenant's Proportionate Share, and by
subtracting the amounts contributed by or owed by such key tenant from the total Operating Costs,
6. Notwithstanding anything to the contrary set forth in this Lease, Tenant's Proportionate Share of the Operating Costs shall not exceed $1.98 per square foot
during the first calendar year of the Lease Term and, thereafter, yearly increases in Tenant's Proportionate Share of Common Area Operating Costs shall not exceed
five 5% from the previous calendar year.
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7. PERMITTED USE.
TW ‘The Permitted Use is a material consideration to Landlord in order that there will be maintained within the Shopping Center an appropriate mix of tenants to
achieve the maximum gross sales for all tenants and assure the continued operation of the Shopping Center. Tenant shall not use the Demised Premises for any use other
than the Permitted Use without the prior written consent of Landlord, Additionally, Tenant have the right to provide aerobics, free weights, exercising equipment,
juice bar, sale of workout clothing and accessories, weight control management programs and the sale of food and beverage nutritional supplements and tanning beds.
Tenant shall also be permitted to conduct sports medicine and rehabilitation and baby-sitting services.
72. ‘Tenant shall not abandon or vacate the Demised Premises, shall not permit, license, or suffer the occupancy of any other party in the Demised Prem and
shall;
724 Keep the Demised Premises continuously and uninterruptedly open during regular busi :ss hours as Tenant shall reasonably determine.
7.2.2, Keep the Demised Premises and sidewalks, service-ways and loading areas adjacent to the Demised Premises neat, clean and free from dirt,
rubbish, insects and pests at all times and store all trash and garbage within the Demised Premises, arranging for the regular pick-up of such garbage and
trash at Tenant's expense. Tenant shall store all trash and garbage within the area designated by Landlord for such trash pick-up and removal and only in
receptaclesof the size, design and color from time to time prescribed by Landlord, Tenant shall not operate an incinerator or burn trash or ‘garbage within the
Shopping Center.
7.23, Keep the inside of all glass in the windows and doors of the Demised Premises clean; maintain all the display windows in a neat, attractive
condition; and keep all display windows and exterior electric signs in front of the Demised Premises lighted from dusk until 10:00 P.M. every day, including
Sundays and holidays, or as Landlord may otherwise reasonably require.
7.24. Display no merchandise outside the Demised Premises nor in any way obstruct the sidewalks adjacent thereto; not solicit business or distribute
any hand bills or other advertising matter in the Common Area; not permit any objectionable or unpleasant odors to emanate from the Demised Premises; not
place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Demised Premises.
723. Load or unload all merchandise, supplies, fixtures, equipment and furniture and cause the collection of rubbish only through the rear service door
or doors of the Demised Premises.
ij Maintain the decor and fixturing of the Demised Premises, the merchandise and operation of Tenant's business consistent with the operation of
"first-class" i igh quality’ fashionable" store or business as those standards of operation may be interpreted from time to time (as opposed to "general",a
“promotional” or "self-service" store or business) In this regard, in performing original construction and any subsequent alterations of the Demised
Premises, Tenant shall retain an architect certified and in good standing in the State Ohio for the preparation of space plans and, further, shall utilize and
install generally new materials, business fixtures and related machinery, however, exercise equipment may be used, not new, Tenant shall operate its
business at the Demised Premises in a respectable, reputable, tasteful, competent and dignified manner in order to enhance the image of the Shopping Center
as a whole. The description of the standards of operation of the business conducted in the Demised Premises as "first-class", "high-quality" and "fashionable"
as opposed to "general", "promotional" or « "sel service" is intended only as a description of the general quality of the merchandise or services Tenant may
sell and the general quality of customer service, merchandising, fixturing and decor Tenant must maintain in the operation of the Demised Premises. The
foregoing description is not intended by Landlord to and will not be enforced to, affect the retail selling of merchandise or services.
7a. At its sole cost and expense, comply with all present and future laws, orders, and regulations of all state, federal, mu pal, and local
governments, department, commissions, and boards regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse, and trash.
Tenant shall sort and separate such waste products, garbage, refuse, and trash into such categories as provided by law. Each separately sorted category of
waste products, garbage, refuse, and trash shall be placed in separate receptacles reasonably approved by Landlord. Such separate receptacles may, at
Landlord's option, be removed from the Demised Premises in accordance with a collection schedule preseribed by law. Landlord reserves the right to refuse
to collect or accept from Tenant any waste products, garbage, refus or trash that is not separated and sorted as required by law, and to require Tenant to
arrange for such collection at Tenant's sole cost and expense, util ing a contractor licensed in the State of Ohio. Tenant shall pay all costs, expenses, fines
penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Paragraph, and, at
Tenant's sole cost and expense, shall indemnify, defend, and hold Landlord harml (including legal fees and expenses) from and against any actions,
claims, and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Landlord.
73. In the event Tenant should conduct any use within the Demised Premises which would increase any insurance premium cost or invalidate any insurance
policy carried on the Shopping Center, Tenant shall pay as additional rent, upon demand of Landlord, any such increased premium cost due to Tenant's use of the
Demised Premises. Tenant shall report to Landlord any condition which might or could affect any i rance policy carried on the Shopping Center. Further, in the event
Tenant's use of the Demised Premises increases the cost of operating or maintaining the Shopping nter, Tenant shall pay as additional rent, upon demand of Landlord,
such additional costs as Landlord may reasonably require. Such additional costs would include, .out limitation, increased utility and maintenance costs by reason of
extended business hours.
1A. Upon the Commencement Date, Tenant shall open for business in the Demised Premises and shall thereafter continuously, actively and diligently operate its
business on substantially the whole of the Demised Premises, in a high grade and reputable manner, maintaining in the Demised Premi: an adequate staff of
employees and a full and complete stock of merchandise, during the hours specified herein throughout the Lease Term [except to the extent prevented] from so doing by
strikes, fire, casualty or other causes beyond Tenant's control. If Tenant should fail to open for business within two hundred ten (210) days after the Commencement
Date or, without the prior approval of Landlord, should fail to thereafter keep the Demised Premises open each business day during the hours specified herein, Tenant
shall pay as Base Rent for each day during which the Demised Premises are not open or on which such hours are not maintained an amount equal to one hundred fifty
(150%) percent of the Base Rent determined on a per diem basis, Said amount shall be in addition to other charges due and shall represent the agreed liquidated
damages to Landlord, it being specifically agreed that the exact amount of damages to Landlord cannot be ascertained with certainty, The right to receive such
liquidated damages shall be in addition to all other rights or remedies Landlord may have.
8. MAINTENANCE AND REPAIR.
81 Landlord shall keep the foundation, the exterior walls (except plate glass windows, doors, door closure devices, window and door frames, molding,
locks and hardware and painting or other treatments of interior and exterior walls) and the roof, gutters, downspouts, all Common Areas including parking lots and
Pace 7 of 30
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their lighting, pavement and striping in the Shopping Center, all meters outside the Demised Premises, and all utility lines up to and leading from the Demised Premises
in good repair, except the Landlord shall not be required to make any repairs occasioned by the act, omission or negligence of Tenant, its agents, employees, subtenan
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Ge PF SOy 2 COR cou PAVAN PARIKH HAMILTON COUNTY CLERK OF COURTS COMMON PLEAS DIVISION ELECTRONICALLY FILED December 5, 2023 11:03 AM PAVAN PARIKH Clerk of Courts Hamilton County, Ohio CONFIRMATION 1401806 RYAN K BLANKENSHIP A 2305258 vs. MICHAEL MYERS FILING TYPE: FILING PAGES FILED: 11 EFR200 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 IN THE HAMILTON COUNTY COMMON PLEAS COURT HAMILTON COUNTY, OHIO Ryan K. Blankenship 7097 Pleasant Colony Circle Blacklick, OH 43004 Case No. Plaintiff, Judge: Michael Myers 8502 Ethan Court Fairfield, OH 45014 and Tawana Myers 8502 Ethan Court Fairfield, OH 45014 and Dream Center, Inc. EXHIBIT F_1 Michael Myers, Statutory Agent 8502 Ethan Court Fairfield, OH 45014 Defendants. Respectfully submitted, /s/ Sean A. Devlin Sean A. Devlin (0096591) Petty-Devlin Law Group, LLC 495 Mill Wind Drive Westerville, OH 43082 Phone: (614) 579-1839 Email: Sean.Devlin@pd-attorneys.com Counsel for Plaintiff Ryan Blankenship E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 7 = EXHIBIT c_| = cy SHOPPING CENTER LEASE Between Sharonville Plaza, LLC as Landlord, and NEXT LEVEL FITNESS & TRAINING SHARONVILLE, LLC as Tenant, Demising approximately 29,066 square feet in the SHARONVILLE PLAZA, LLC Sharonville, Ohio Pave tof 30 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 LEASE SUMMARY Tenant’s Name .. Next Level Fitness & Training Sharonville, LLC Tenant’s Address........ 1220 County Line RD Unit C, Ohio, 43081 Leaseable Area is foe 29,066 square feet Premises Address... 12037 Lebanon Road Sharonville, Ohio 45241 Commencement date. Upon Landlords Delivery Original term 120 months Number of Options... 2 Term of options... 60 months Base rent (psf) $8.50 per square feet Base Rent ($)...... 9 $20,588.41 Operating Costs Escrow Payment (CAM) (psf). $1.98 per square foot Operating Costs Escrow Payment (CAM) (8)... $4,795.89 Tax Escrow Payment (RET) (ps: 1.02 per square foot Tax Escrow Payment (RET) ($)..... $2,470.61 Total Monthly Payment (incl. sales taxes) ....... Rent Increase..... Scheduled Permitted use... aia Athletic training and fitness center Deposit (in number of months)... 1 Deposit ...... sas $27,854.91 Prepaid Rent...... none (0) month Guarantor(s) ......... a Ryan Blankenshin and Kathleen Borror- Authorized Signer for tenant... lame: Ryan Blankenship Title: authorized member Pace 2 of 30 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 S HOPPING CEN TER LEASE THIS SE, made as of the Effective Date (as hereinafter defined) between: Sharonville Plaza, LLC ("Landlord"); located ar: 10760 Pisa RD West Palm Beach, FL 33414 and Next Level Fitness & Training Sharonville, LLC ("Tenant") located at: 1220 County Line RD Unit C Westerville, Ohio 43081 WITNESSETH In consideration of the covenants herein contained, on the part of the Tenant to be kept and performed, Landlord herein leases to Tenant the "Demised Premises”,being the premises commonly known as 12037 Lebanon Road Sharonville, OH containing approximately 29,066 square feet, in a shopping center commonly known as Windsor Bay Shopping Center (the "Shopping Center"), as legally described on Exhibit "A" and depicted on Exhibit "B". TO HAVE AND TO HOLD the same unto Tenant on the following terms and conditions: 1.0 DEFINITIONS. When used hercin, the following terms shall have the following definition: Lor This Shopping center Lease (“‘Leasc”) shall be effective as of the last date this Lea was executed by the parties as indicated below their signatures ("Effective Date Ld “Commencement Date” shall mean the date that Landlord delivers possession of the Demised Premises to Tenant with the work set forth in Exhibit C, Schedule | (“Landlord's Work”) completed. Tenant obligation to pay Base Rent ill commence one hundred twenty days after Tenant opens for business. Tenants obligation to pay Operating Costs, Taxes and Insurance Costs will commence Ninety (90) days after Tenants opens for business, 12, “Lease Term" shall mean that period of time beginning on the Commencement Date and expiring 120 months from the Commencement Date or if the Commencement Date shall occur on a day other than the first day of the month, from the first of the next month succeeding the Commencement Date; provided, however, that the terms of any extensions or renewals hereof shall be deemed to be included in the "Lease Term”. Tenant shall have two options to extend the original term hereof for 60 months each, Tenant shall exercise such options by givin written notice of such election to Landlord not less than one hundred eight (180) days before the expiration of the then current term. Ifsaid options are duly exercised, the Lease Term shall be automatically extended for the period of the option, without the sequirement of any further instrument, upon all of the same terms, provisions and conditions sct forth in this Lease, except that the Base Rent for such option periods shall be as set forth in the schedule in paragraph 3.2 below. 3 “Permitted Usc" shall mean use of the Demised Premises only as: athletic training and fitness center, aerobics, free weights, exercise ‘equipment, juice bar, sale of workout clothing and accessories, weight control management programs, sale of food and beverage nutritional supplements, tanning beds, sports medicine, rehabilitation, babysitting services, Tenant shall have the exclusive right to operate an athletic training and fitness center within the Shopping Center, 14, ‘Base Rent" shall initially mean $247,061.00 per annum, payable in equal monthly installments of $20,588.41 in advance, on the first day of every calendar month during the Lease Term,. 1.5. “Operating Costs Escrow Payment” shall mean 1/12th of Tenant's Proportionate Share of Landlord's total annual operating costs, which shall initially be $4,795.89 per month Lo. “Tax Escrow Payment” shall mean 1/12th of Tenant's Proportionate Share of annual property taxes for the Shopping Center, which shall initially be $2,470.61. per month 17. "Deposit" shall equal 1 months of the total monthly rent payment (including Base Rent, plus Operating Costs Escrow Payment plus Tax Escrow Payment which equals $27,854.91. 18. "Proportionate Share" shall mean the fraction determined as set forth in Paragraph 29 hereof, which shall initially be 2.238034 %. 19, "Guarantor(s)" shall be: Ryan Blankenship Kathleen Borror, - jointly and severally. 2.2 DEMI; PREMISES, COMMENCEMENT, CONSTRUCTION AND ACCEPTANCE. 24. Landlord owns and controls (but makes no warranty as to the conditions of its title thereto except that it is not in default of any mortgage) the land legally described on Exhibit "A" and depicted on Exhibit "B" hereof, together with the buildings and improvements depicted thereon. The Demised Premises shall include only the appurtenances specifically granted, Landlord specifically excepting and reserving for itself, the roof, the air space above the roof, the space below the floor, and exterior portions of the Demised Premises (other than the store front), and the right to install, maintain, use, repair and replace pipes, duct work. conduits, utility lines and wires in the Demised Premises, and Landlord shall not unreasonably interfere with the normal business operations of Tenant when performing said work. Notwithstanding the provisions of the previous sentence, Landlord shall not advertise any business on or over the roof of the Demised Premises. The Landlord further reserves the right at any time to relocate the buildings, automobile parking areas and other Common Areas; to change the number of buildings, buildings' dimensions, the number of floors in any of the buildings, store dimensions, Common Ar the identity and type of other stores and tenancies to construct other buildings ar improvements in the Shopping Center; to construct double-deck or elevated parking facilities; and to increase or decrease the size and scope of the Shopping Center; Page 3 afWO E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 to the Demised Premises and the volume of parking facilities shall not be materially provided only that the location and size of the Demised Premises, reasonable acces impaired. The Shopping Center may become part ofa larger, mixed use commercial development (the "Project". The Landlord and Tenant hereby assume construction obligations with regard to the improvement of the Demised Premises, as set forth in Exhibit "C" to this Lease entitled "Landlord's Work and Tenant's Work". In the performance of any improvement work, Tenant is further! g its own interests and not acting as agent of Landlord, 22.4 Landlord shall deliver the Demised Premises to Tenant clean and free of debris (unless Tenant is already in possession). Except as otherwise provided in this Lease, Tenant hereby accepts the Demised Premises in their existing condition as of the Commencement Date, absolutely and without exception, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations goveming and regulating the use of the Demised Premises, and any covenants or restrictions of record, and accepts the Tease subject thereto and to all matters closed thereby and by any hibits attached hereto, Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Demised Premises for the conduct of Tenant's business. Landlord's liability with respect to latent defects in construction shall not extend beyond one (1) year from (a) the date the Demised Premises are ready for ‘occupancy. or (b) the Commencement Date, whichever is earlier, whether or not such defects are discovered within said period. Notwithstanding the foregoing Landlord warrants that the property containing the Demised Premises is properly zoned for Tenant's Permitted Use. 3. RENT. 3 ‘Tenant shall pay to Landlord the Base Rent, payable in advance and without demand, set-off or deduction, in equal monthly installments on the first day of each month of the Lease Term, If the Commencement Date shall occur on a day other than the first day of the month, Tenant shall pay Base Rent equal to one-thirtieth (130th) of the monthly Base Rent multiplied by the number of days in such fractional month. The first such monthly installment of Base Rent shall be due and payable ‘One Hundred Eighty (180) days after the Lease Commencement Date regardless of the date Tenant opens for business. Notwithstanding the forgoing if the Tenant opens for business prior to the expiration of the One Hundred Eighty (180) day period, Tenant will only begin to pay Operating Costs as of the date that Tenant opens to the general public. 3.2. The Base Rent shall be payable by Tenant as follows: Period Per. jare Foo! nual Ret Monthly Rent Months 1-4 so $0 $0 Months 5-60: $8.50 PSE $247,061.00 $20,588.41 Months 61-120: $9.35 PSF $271,767.10 $22,647.25 1* Option Period $10.28 PSF $298,798.48 $24,899.87 2™ Option Period: S11.30 PSF $328.445.80 $27,370.48 33, The covenant of Tenant to pay rent (being Base Rent, Operating Costs and all other sums due hereunder) is separate and distinct from other covenants, and Tenant shall have no right of set-offor reduction in the payment of rent for any reason. Payments required hereunder shall be in United States curreney. 4, DI SIT. Tenant shall deliver to Landlord the Deposit as security for Tenant's faithful performance of Tenant's obligations as follows: at Lease execution $9,284.97, November 1, 2018 $9,284.97 and December 1, 2018 $9,284.97, If Tenant should fail to pay rent or other charges due hereunder, or otherwise should default with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said Depos ‘enant shall within ten (10) days after written demand therefore deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount hereinabove stated, and Tenant's failure to do so shall be a material breach of this Lease, Landlord shall not be required to keep the Deposit separate from its general accounts nor to cause interest to accrue thereon. If Tenant should perform all of Tenant's obligations hereunder, the Deposit, or so much thereof as shall not theretofore have been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee or subtenant) at the expiration of the Lease Term and within 30 days after the Tenant shall have vacated the Demised Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. The Depo: is notan advance payment of rent and is not a measure of Landlord's loss or damages. Notwithstanding the foregoing, in the event that Tenant is not default after the original 120 month term of the ase, Landlord shall promptly refund the $27,854.91 Deposit to Tenant or apply said Deposit to the next month(s) of Base Rent and Operating Costs if Tenant has exercised its option to renew the Lease. 5. TAXES. 5. Tenant shall pay its Proportionate Share of the real property taxes applicable to the Demised Premises for cach full or partial calendar years during the Lease Term. Tenant hereby waives any right it may have by statute or otherwise to protest real estate taxes. Landlord shall not be obligated to obtain discounts or to protest in the payment of real property taxes. SLI Tenant shall pay to Landlord the Tax Escrow Payment on the first day of each month. The monthly Tax Escrow Payment is based on Landlord's estimate of ‘Tenant's Proportionate Share of the estimated real property taxes for the Shopping Center for the year in question and is subject to increase or decrease as determined by Landiord to reflect an accurate escrow of Tenant's obligation. The Tax Escrow Payment account shall be reconciled annually. If Tenant's total Tax Escrow Payments should be les than Tenant's actual Proportionate Share of the real property taxes for the Shopping Center for any given year, Tenant shail pay to Landlord on demand the difference; if Tenant's total Tax Escrow Payments should be more than Tenant's actual Proportionate Share of the real property taxes on the Shopping Center payable during that calendar year, Landlord shail retain such excess and credit it against the next Tax Escrow Payment(s) due from the Tenant to Landlord or refund to Tenant such amount if the Lease has terminated without Tenant's default. This obligation of Tenant shall survive termination of this Lease. 5.1 As used herein, the term "real property tax” shall include any form of assessment, tic se fee, levy, and other governmental impositions, charges and taxes (other than inheritance or estate taxes) of every kind and nature whatsoever, extraordinary as well as ordinary, general and special, foreseen and unforeseen, and all Paoe 4 of 30 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 installments thereof (including any interest on amounts which may be paid in installments) which shall or may, during the Lease Term, be levied, assessed or imposed by any authority having the direct or indirect power to tax (including, without limitation, any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district thereof) as against any legal or equitable interest of Landlord in the Demised Premises or in the real property of which the Demised Premises are a part, and all costs incurred by Landlord in contesting or negotiating the same with governmental authorities. Nothing herein contained shall be construed to include, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, at any time after the date of execution hereof, the methods of taxation shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (a) a tax on the rents received from such real estate, or (b) a license fee measured by the rents receivable by Landlord from the Shopping center or any portion thereof, or (c) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or part upon the Shopping Center or any portion thereof, or (d) an income or franchise tax, then the same shall be included in the computation of real estate taxes hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto. In addition to the foregoing, should any govermmental thority acting under any exis 1g or future law, oF ees or regulation, levy, assess or impose a tax, excise and/or assessment upon or against this Lease, the execution hereof and/or the Base Rent, or any item of additional rent payable by Tenant to Landlord whether by way of substitution for or in addition to any existing tax or otherwise, and whether or not evidenced by documentary stamps or the like, Tenant shall be responsible for and shall pay such tax, excise and/or assessment or shall reimburse Landlord for the amount thereof, as the case may be. 5.1.3. In the event any part of the Shopping Center should be separately assessed for the purpose of real property taxes, Landlord may, at any time and from time to time, elect, which election shall be subject to revocation, to exclude that portion of the real estate taxes allocable to any such separately assessed portion of the Shopping Center. In such event, for the purposes of calculating Tenant's Proportionate Share of real property taxes, the denominator shall not include that portion of the Shopping Center within the separately assessed parcel. 5.2, Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment, inventory and all other personal property of Tenant contained in the Demised Premises or elsewhere. Tenant shall cause said trade fixtures, furnishings, equipment, inventory and all other personal property to be assessed and billed separately from the real property of Landlord, however, should any of Tenant personal property be assessed with Landlord's real property, Tenant shall pay to Landlord the taxes attributable to said personal property within ten (10) days after receipt ofa written statement setting forth the taxes applicable to Tenant's personal property, 53. Tenant shall pay any and all sales tax, tax on rentals, and any other charges, taxes and/or impositions now in existence or hereafter imposed by any governmental authority against this Lease, the execution hereof and/or the Base Rent, Percentage Rent and any other charges payable by Tenant. 6. JOMMON AREA AND OPERATING COSTS. 6.1. The term "Common Area" shall mean that part of the Shopping Center designated by Landlord from time to time for the common use of all tenants, luding, among other facilities, parking area, sidewalks, landscaping, water retention, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, restrooms, and other areas and improvements provided by Landlord for the common use of all tenants, all of which shall be subject to Landlord's sole management and control. Without limiting the generality of the foregoing, Landlord eves the right (0 enter into, modify and terminate easements and other agreements pertaining to the maintenance and use of the parking areas and other Common Areas; to close any and all portions of the Common Area to such extent and for such time as may, in the sole discretion of Landlord's counsel, be legally necessary to prevent a dedication thereof or the accrual of rights to any person or the public therein, to close temporarily, if necessary, any part of the Common Area to discourage non customer parking; and to make changes, additions, deletions, alterations or improvements in and to the Common Areas provided there shall be no unreasonable obstruction of Tenant’s right of ingress to or egress from the Demised Premises or any unreasonable diminution in the number of parking spaces. 6.2. Tenant and its employees, customers, subtenants, licensees and concessionaires shall have the nonexclusive right and license to use the Common Area as constituted from time to time, such use to be in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same and subject to such reasonable rules and regulations governing use as Landlord may from time to time prescribe, including the designation of specific areas within the Shopping Center, or in reasonable proximity thereto, in which automobiles owned by Tenant, its employe ;, Subtenants, licensees and concessionaires shall be parked. Tenant shall furnish to Landlord upon request a complete list of license numbers of all automobiles operated by Tenant, its employees, subtenants, licensees and concessionaires. 63. Landlord shall operate, maintain and repair the Common Area and the Shopping Center in such manner as Landlord shall determine in its sole discretion. Tenant shall pay its Proportionate Share of the Operating Costs (as hereinafter defined) during the term of this Lease. The term "Operating Costs" shall mean all costs, expenses and other charges incurred by Landlord for the ownership, operation, insurance, maintenance and repair of the Shopping Center, including the Common Area, and shall include, but not be limited to, the costs and expenses of the following, together with all taxes and assessments which may be imposed thereon. 63.1. garbage and trash removal; maintenance, repair and replacement of all parking lot surfaces, including cleaning, sweeping, painting, striping, resealing and repaving; maintenance, repair and replacement of sidewalks, curbs, guardrails, bumpers, fences, screens, flagpoles, bicyole racks, Shopping Center identification signs, directional signs, traffic signals, and other traffic markers and signs; 6. i2, maintenance, repair and replacement of (a) storm and sanitary drainage systems, including disposal plants, lift stations and retention ponds or bai ; (b) irrigation systems; (c) electrical, gas, water, telephone and other utili '$ systems furnished to the Shopping Center; (d) lighting systems (including bulbs, poles and fixtures); (e) emergency water and sprinkler systems; (f) other utility systems; and (g) any utility charges in connection with any of the foregoing systems; 6.3.3, exterior planting, maintenance, replanting and replacing of flowers, shrubbery, plants, trees and other landscaping and the periodic cleaning of the outside of all windows in the front of the Demised Premises and other premises in the Shopping Center: 6.3.4. maintenance, repair, cleaning, replacement and substitution of and for all portions of the buildings in the Shopping Center (excluding the Demised Premises and the premises leased to other tenants), including walls, roofs and roof flashings, canopies, skylights, signs, planters, benches, ire exits, doors and hardware, windows, glass and glazing; 63.5. premiums or contributions for insurance, including without limitation, liability surance for personal injury, death, defamation and claims of false arrest; property insurance; workmen's compensation; broad form all-peril insurance which may include flood insurance, earthquake insurance. boiler insurance and/or rent insurance; fidelity bonds for personne ind plate glass insurance; provided, however, (i) if Landlord should elect to self-insure, insure with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, Landlord shall estimate the amount of premium it would have been required to pay to obtain insurance coverage (or insurance coverage without such provision) with a recognized Page § af 30 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 carrier, and such estimated amount shall be deemed to be an Operating Cost, and (ii) Landlord may, in @ reasonable manner, allocate insurance premiums for so-called "blanket" insurance policies which insure other properties as well as the Shopping Center and such allocated amount shall be an Operating Cost; 6.3.6. maintenance, repair and acquisition costs (rental fees and/or purchase price or in lieu of purchase price, the annual depreciation allocable thereto) of all security devices, machinery and equipment and all personal property taxes and other charges incurred in connection with such security devices, machinery and equipment; 6.3.7. all license and permit fees, and all parking surcharges that m: result from any environmental or other laws, rules, regulations, guidelines or order; 6.3.8. the cost of installation and operation of music program services and loudspeaker systems; 63.9. fees and/or salaries payable to a management company and/or personnel for such purposes, including, without limitation, a) security and maintenance people, (b) secretaries and bookkeepers, and (c) payroll taxes, workmen's compensation, employee benefits and related expenses of such personnel; 63.10. all supplies, tools, materials and equipment used by Landlord with regard to its operation, maintenance and repair of the Common Area and Shopping Center; 63.11, professional fees, including, without limitation, those for accountants, attomeys and other similar or related professionals, except to the extent attributable to leasing of the Shopping Center, enforcement of leases against tenants and financing or sales of the Shopping Center; and 6.3.12. Landlord's supervision and administrative costs in an amount equal to fifteen (15%) percentage of the total Operating Costs 6.3.13. all water charges as billed by the water company providing water to the Shopping Center. ‘The foregoing Subsections 6.3.1 through 6.3.13 are for definition only and are not to be construed to impose any obligations on Landlord. 64, Notwithstanding the foregoing provisions, Operating Costs shall not include: 64.1 depreciatior 6.4.2. costs of repairing and replacing to the extent that proceeds of insurance or condemnation awards are received by Landlord therefore; and 6.4.3. costs of a capital nature (to the extent they constitute improvements beyond the original condition or utility of the item in question); 6.44. costs which pertain only to one tenant or to less than all tenants of the Shopping Center; 6.4.5. advertising and promotional costs; 646, bad debt loss, Rent loss or reserves for same: 64.7, financing costs of Landlord, including points, commitment fees, broker fees, legal fees and mortgage principal and interest: 648. costs relating to duties, liabilities, or obligations of other tenants of the Shopping Center; 6.4.9. costs of Landlord from its failure to perform any agreements under this Lease: 64.10. costs, fines, or penalties charged to Landlord duc to violations of any laws or orders; 6411. costs to remove or abate asbestos or other hazardous substances on the Shopping Center property: 6.4.12, legal fees, broker commissions, and other costs regarding negotiating leases with other tenants of the Shopping Center or fees regarding disputes between Landlord and any tenant of the Property or any mortgagee: 64.13. costs incurred by Landlord beyond the proceeds of insurance for any casualty or condomnation. 65. Tenant shall pay to Landlord the Operating Costs Escrow Payment on the first day of each month. The monthly Operating Costs Escrow Payment is based on L ndlord’s estimate of Tenant's Proportionate Share of the Operating Costs for the ar in question and is subject to increase or decrease no more often than twice during each calendar year as determined by Landlord to reflect an accurate escrow of Tenant's obligation. Subsequent to the end of each full or partial calendar year, Landlord shall notify Tenant of the Operating Costs and of Tenant's Proportionate Share thereof for such full or partial calendar year. If the total of Operating Costs Escrow Payments paid by Tenant for any full or partial calendar year is less than the actual amount due from Tenant as shown on such notice, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the total amount due within ten (10) days after receipt of such notice. If the total Operating Costs Escrow Payments paid by Tenant for such full or partial calendar year exceed the actual amount due from Tenant as shown on such notice, such excess shall be retained by Landlord and shall be credited against the next Operating Costs Escrow Payment(s) due trom Tenant to Landlord or said amount shall be refunded to Tenant if the Lease has terminated without Tenant being in default. If the Commencement Date is a day other than the first day of the calendar year, or if the term of this Lease should end on a day other than the last day of the calendar year, Tenant's Proportionate Share of Operating Costs shall be prorated by dividing Tenant's annual Proportionate Share of Operating Costs by 365 (or 366 in leap years) and multiplying the result by the number of days contained in such partial calendar year. 6.6. Provisions herein to the contrary notwithstanding, in the event Landlord should be required, as a condition to entering into a lease of premises wi the Shopping Center with a key tenant (being a tenant leasing 6,500 square fect of space, or more, within the Shopping Center) to grant to such key tenant a concession to its obligation to pay its proportionate share of Operating Costs, Landlord may elect in its sole discretion to redetermine Tenant's Proportionate Share of Operating Costs by subtracting the number of square feet leased to such key tenant(s) from the denominator of the fraction used to determine Tenant's Proportionate Share, and by subtracting the amounts contributed by or owed by such key tenant from the total Operating Costs, 6. Notwithstanding anything to the contrary set forth in this Lease, Tenant's Proportionate Share of the Operating Costs shall not exceed $1.98 per square foot during the first calendar year of the Lease Term and, thereafter, yearly increases in Tenant's Proportionate Share of Common Area Operating Costs shall not exceed five 5% from the previous calendar year. Dann haf E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 7. PERMITTED USE. TW ‘The Permitted Use is a material consideration to Landlord in order that there will be maintained within the Shopping Center an appropriate mix of tenants to achieve the maximum gross sales for all tenants and assure the continued operation of the Shopping Center. Tenant shall not use the Demised Premises for any use other than the Permitted Use without the prior written consent of Landlord, Additionally, Tenant have the right to provide aerobics, free weights, exercising equipment, juice bar, sale of workout clothing and accessories, weight control management programs and the sale of food and beverage nutritional supplements and tanning beds. Tenant shall also be permitted to conduct sports medicine and rehabilitation and baby-sitting services. 72. ‘Tenant shall not abandon or vacate the Demised Premises, shall not permit, license, or suffer the occupancy of any other party in the Demised Prem and shall; 724 Keep the Demised Premises continuously and uninterruptedly open during regular busi :ss hours as Tenant shall reasonably determine. 7.2.2, Keep the Demised Premises and sidewalks, service-ways and loading areas adjacent to the Demised Premises neat, clean and free from dirt, rubbish, insects and pests at all times and store all trash and garbage within the Demised Premises, arranging for the regular pick-up of such garbage and trash at Tenant's expense. Tenant shall store all trash and garbage within the area designated by Landlord for such trash pick-up and removal and only in receptaclesof the size, design and color from time to time prescribed by Landlord, Tenant shall not operate an incinerator or burn trash or ‘garbage within the Shopping Center. 7.23, Keep the inside of all glass in the windows and doors of the Demised Premises clean; maintain all the display windows in a neat, attractive condition; and keep all display windows and exterior electric signs in front of the Demised Premises lighted from dusk until 10:00 P.M. every day, including Sundays and holidays, or as Landlord may otherwise reasonably require. 7.24. Display no merchandise outside the Demised Premises nor in any way obstruct the sidewalks adjacent thereto; not solicit business or distribute any hand bills or other advertising matter in the Common Area; not permit any objectionable or unpleasant odors to emanate from the Demised Premises; not place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Demised Premises. 723. Load or unload all merchandise, supplies, fixtures, equipment and furniture and cause the collection of rubbish only through the rear service door or doors of the Demised Premises. ij Maintain the decor and fixturing of the Demised Premises, the merchandise and operation of Tenant's business consistent with the operation of "first-class" i igh quality’ fashionable" store or business as those standards of operation may be interpreted from time to time (as opposed to "general",a “promotional” or "self-service" store or business) In this regard, in performing original construction and any subsequent alterations of the Demised Premises, Tenant shall retain an architect certified and in good standing in the State Ohio for the preparation of space plans and, further, shall utilize and install generally new materials, business fixtures and related machinery, however, exercise equipment may be used, not new, Tenant shall operate its business at the Demised Premises in a respectable, reputable, tasteful, competent and dignified manner in order to enhance the image of the Shopping Center as a whole. The description of the standards of operation of the business conducted in the Demised Premises as "first-class", "high-quality" and "fashionable" as opposed to "general", "promotional" or « "sel service" is intended only as a description of the general quality of the merchandise or services Tenant may sell and the general quality of customer service, merchandising, fixturing and decor Tenant must maintain in the operation of the Demised Premises. The foregoing description is not intended by Landlord to and will not be enforced to, affect the retail selling of merchandise or services. 7a. At its sole cost and expense, comply with all present and future laws, orders, and regulations of all state, federal, mu pal, and local governments, department, commissions, and boards regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse, and trash. Tenant shall sort and separate such waste products, garbage, refuse, and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse, and trash shall be placed in separate receptacles reasonably approved by Landlord. Such separate receptacles may, at Landlord's option, be removed from the Demised Premises in accordance with a collection schedule preseribed by law. Landlord reserves the right to refuse to collect or accept from Tenant any waste products, garbage, refus or trash that is not separated and sorted as required by law, and to require Tenant to arrange for such collection at Tenant's sole cost and expense, util ing a contractor licensed in the State of Ohio. Tenant shall pay all costs, expenses, fines penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Paragraph, and, at Tenant's sole cost and expense, shall indemnify, defend, and hold Landlord harml (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Landlord. 73. In the event Tenant should conduct any use within the Demised Premises which would increase any insurance premium cost or invalidate any insurance policy carried on the Shopping Center, Tenant shall pay as additional rent, upon demand of Landlord, any such increased premium cost due to Tenant's use of the Demised Premises. Tenant shall report to Landlord any condition which might or could affect any i rance policy carried on the Shopping Center. Further, in the event Tenant's use of the Demised Premises increases the cost of operating or maintaining the Shopping nter, Tenant shall pay as additional rent, upon demand of Landlord, such additional costs as Landlord may reasonably require. Such additional costs would include, .out limitation, increased utility and maintenance costs by reason of extended business hours. 1A. Upon the Commencement Date, Tenant shall open for business in the Demised Premises and shall thereafter continuously, actively and diligently operate its business on substantially the whole of the Demised Premises, in a high grade and reputable manner, maintaining in the Demised Premi: an adequate staff of employees and a full and complete stock of merchandise, during the hours specified herein throughout the Lease Term [except to the extent prevented] from so doing by strikes, fire, casualty or other causes beyond Tenant's control. If Tenant should fail to open for business within two hundred ten (210) days after the Commencement Date or, without the prior approval of Landlord, should fail to thereafter keep the Demised Premises open each business day during the hours specified herein, Tenant shall pay as Base Rent for each day during which the Demised Premises are not open or on which such hours are not maintained an amount equal to one hundred fifty (150%) percent of the Base Rent determined on a per diem basis, Said amount shall be in addition to other charges due and shall represent the agreed liquidated damages to Landlord, it being specifically agreed that the exact amount of damages to Landlord cannot be ascertained with certainty, The right to receive such liquidated damages shall be in addition to all other rights or remedies Landlord may have. 8. MAINTENANCE AND REPAIR. 81 Landlord shall keep the foundation, the exterior walls (except plate glass windows, doors, door closure devices, window and door frames, molding, locks and hardware and painting or other treatments of interior and exterior walls) and the roof, gutters, downspouts, all Common Areas including parking lots and Pace 7 of 30 E-FILED 12/05/2023 11:03 AM / CONFIRMATION 1401806 / A 2305258 / COMMON PLEAS DIVISION / ZZ1 their lighting, pavement and striping in the Shopping Center, all meters outside the Demised Premises, and all utility lines up to and leading from the Demised Premises in good repair, except the Landlord shall not be required to make any repairs occasioned by the act, omission or negligence of Tenant, its agents, employees, subtenan