Preview
FILED
MARY L. SWAIN
BUTLER COUNTY
CLERK OF COURTS
IN THE COURT OF COMMON PLEAS 02/29/2024 02:46 PM
BUTLER COUNTY, OHIO CV 2024 02 0451
GSL INVESTMENTS I, LLC * CASE NO.
850 Euclid Avenue, Suite 819
Cleveland, Ohio 44114 Judge
Plaintiff,
Vv. COMPLAINT
BELLA NAILS & SPA, LLC
8179 Princeton Glendale Road, Suite E
West Chester, Ohio 45069
Serve also:
BELLA NAILS & SPA, LLC
c/o Dung Quoc Nguyen, Agent
8179 Princeton Glendale Road, Suite I
West Chester, Ohio 45069
BELLA NAILS & SPA, LLC
8181 Princeton Glendale Road, Suite E
West Chester, Ohio 45069
AND
DUNG QUOC NGUYEN (KEVIN)
4578 Stonehaven Drive
Liberty Township, Ohio 45011
Defendants.
Plaintiff, GSL Investments I, LLC, hereby states as follows for its Complaint against
Defendants, Bella Nails & Spa, LLC and Dung Quoc Nguyen (“Kevin”) (Bella and are collectively
referred to as “Defendants”).
PARTIES, JURISDICTION, AND VENUE
1 Plaintiff, GSL Investments I, LLC, is an Ohio limited liability company. Plaintiff
operates as a real estate holdings company and owns and leases various commercial properties in
Ohio.
2. Defendant, Bella Nails & Spa, LLC (“Bella”), is a limited liability company
operating under the state laws of Ohio, with its principal office located in Butler County, Ohio.
3 Defendant, Dung Quoc Nguyen (“Kevin”), is an individual who, upon information
and belief, resides in Butler County, Ohio.
4 The claims in this Complaint arise from a commercial lease for property located in
Butler County, Ohio.
5 Venue is proper in this Court pursuant to Rules 3(C)(3), (5), and (6) of the Ohio
Rules of Civil Procedure because Defendants conducted activity in Butler County, Ohio that gave
rise to the claims in this Complaint, the real property that is the subject of this action is located in
Butler County, Ohio, and the claims for relief in this Complaint arose in Butler County, Ohio.
6. Venue is proper in this Court pursuant to Section 41 of the attached Lease.
7 Defendants waived the right to a jury trial. See section 43 of Exhibit A.
FACTS
8 Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein.
9. Plaintiff is the owner of the real property and improvements located at or about
8177-8181 Princeton Glendale Road, West Chester, Ohio 45069 which real property and
improvements consist of a multi-unit retail center known as the West Chester Village (the
“Shopping Center’).
10. On or about November 1, 2019, Plaintiff entered into a Retail Lease Agreement
(the “Original Lease”) with Defendants, pursuant to which Plaintiff leased to Defendants,
approximately 3,126 square feet of space in the Shopping Center, with such leased space having
the address of 8179 Princeton Glendale Road, Suite E, West Chester, Ohio 45069 (the “Leased
Premises”). A true and accurate copy of the Original Lease is attached hereto as Exhibit A.
11. Defendant, Dung Quoc Nguyen (“Kevin”), agreed to personally guarantee all of
Bella’s obligations under the Lease pursuant to that certain Personal Guaranty executed by
Defendant Kevin on November 5, 2019. See Exhibit A, Schedule 4, pages 52-56.
12. On or about February 17, 2021, Defendants entered into an Amendment to Retail
Lease Agreement (the “First Amendment”), pursuant to which Plaintiff and Defendants amended
and renewed the Original Lease. A true and accurate copy of the First Amendment to the Lease
is attached hereto as Exhibit B.
13. On or about December 15, 2022, Plaintiff and Defendants entered into a Second
Amendment to Retail Lease Agreement (the “Second Amendment”), pursuant to which Plaintiff
and Defendants amended and renewed the First Amendment. A true and accurate copy of the
Second Amendment to the Lease is attached hereto as Exhibit C. The Original Lease and the
Lease Amendments are referred to collectively herein as the “Lease.”
14. The term of the Lease is through October 31, 2030.
15 Defendants agreed to pay Monthly Base Rent. See Section 5.
16. Defendants agreed to pay Operating Expense Rent, in addition to Base Rent. See
Section 6
17. The Lease provides for late fees and interest for Rent not timely paid. See Section
5.10.
18. Defendants failed to pay Plaintiff Rent, Operating Expense Rent, and other fees due
under the lease.
19. Defendants have defaulted under the Lease pursuant to section 21.
20. Plaintiff, pursuant to the Lease, has the right to Terminate the Lease, and/or
repossess the Leased Premises, and recover damages. Plaintiff also has the right to accelerate the
Rent and Other Rent due under the lease term.
21. The Lease is governed by Ohio law.
22. Section 22.2(c) of the Lease provides that, in the event of Defendants’ default under
the Lease, Landlord may “exercise any and all other rights and remedies available to Landlord at
law or in equity.”
23. Defendants also agreed to pay Plaintiff’s attorneys’ fees upon default. See Section
26 of the Lease.
24. Plaintiff has been damaged as a result of Defendants’ breaches of the Lease as
described herein, for which Defendants are liable to Plaintiff in an amount in excess of
jurisdictional requirements, in excess of $25,000.00.
25. Plaintiff has made a demand on Defendants, but to date Defendants have failed and
refused to pay the amounts due to Plaintiff as described herein.
26. Defendants have also failed to negotiate in good faith.
COUNT ONE
(Breach of Contract)
27 Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein.
28, Plaintiff fully performed all obligations required under the Lease.
29. Defendants materially breached the terms and conditions of the Lease.
30. Defendants breached the Lease by failing to pay Rent, Operating Expense Rent,
other amounts due under the Lease, including, but not limited to late fees, and interest.
31. Plaintiff, upon Defendants’ default, has accelerated all Rent and Operating Costs
for the remainder of the term of the Lease.
32. Defendant, Kevin, is also jointly, severally, and personally liable to Plaintiff. See
Exhibit A.
33. Plaintiff has demanded payment from Defendants, but Defendants have failed and
refused to issue payment to Plaintiff.
34. Asa direct and proximate result of Defendants’ breaches of the Lease, Plaintiff has
suffered damages exceeding $25,000.00.
COUNT TWO
(Indemnification)
35. Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein.
36. Defendants agreed “to and shall indemnify, defend and hold Landlord harmless
from and against any and all claims, demands, losses, damages, costs and expenses..... arising out
of Tenant’s acts or omissions, or relating to Tenant’s breach or default under this Lease[.]”
37. As described herein, Defendants breached the Lease.
38. As a result of Defendants’ breaches of the Lease, Plaintiff has been damaged.
39. Pursuant to the terms of the Lease, Defendants has an obligation to indemnify
Plaintiff for, and Plaintiff is entitled to, all costs incurred by Plaintiff as a result of Defendants’
failure to perform its covenants under the Lease, including, without limitation, attorneys’ fees
incurred by Plaintiff.
40. Plaintiff has suffered damages as a result of Defendants’ failure to perform
covenants under the Lease, and Plaintiff continues to suffer damages, including, but not limited to,
attorneys’ fees incurred by Plaintiff.
41. Plaintiff has incurred and will continue to incur attorneys’ fees, court costs, and
expenses in bringing the claims contained in this complaint, and Plaintiff is entitled to recover such
attorneys’ fees, court costs, and expenses, and interest, from Defendants.
42. Plaintiff has suffered damages in excess of $25,000.00 as a result of Defendants’
failure to perform its covenants under the Lease and continues to suffer damages.
WHEREFORE, Plaintiff GSL Investments I, LLC, respectfully demands relief as follows:
A. Judgment against Defendants, Bella Nails Spa and Dung Quoc Nguyen (“Kevin”)
on Counts One and Two of this Complaint, in amount to be determined and in
excess of $25,000.00;
An award of pre-judgment and post-judgment interest;
An award of Plaintiff's attorneys’ fees, court costs and expenses; and
Such other and further relief as the Court finds just and equitable.
Respectfully submitted,
/s/Thomas P. Doyle
Thomas P. Doyle (0085418)
DOYLE & HASSMAN, LLC
2245 Gilbert Ave, Suite 205
Cincinnati, Ohio 45206
Phone: (513) 321-0900
Fax: (513) 806-2300
Email: tdoyle@doylehassmanlaw.com
Attorney for Plaintiff, GSL Investments I, LLC
TO THE CLERK
Please serve a Summons and a copy of the Complaint on the Defendants at the addresses
listed in the caption hereof, by certified mail, return receipt requested.
homas P. Doyle
Thomas P. Doyle (0085418)
‘?
& EXHIBIT
i
i
RETAIL LEASE
FOR
WEST CHESTER VILLAGE SHOPPING CENTER
GSL INVESTMENTS L, LLC,
AS LANDLORD
AND
Bella Nails Spa
AS TENANT
The submission of this document for examination does not constitute an
option or offer to lease space. This document shall have no binding effect on
the parties unless executed by the Landlord and the executed copy is delivered
to the Tenant.
411532184.)
RETAIL LEASE
This Retail Lease (this “Lease”) is made this Iday of November,
2019 by and between
GSL INVESTMENTS I, LLC, an Ohio limited liability compa
ny (“4 Landlord”), and Bella Nails
Spa, Dung Quoc Nguyen (Kevin) (“Tenant”).
BASIC LEASE PROVISIONS:
Ld. Sho,
ul 1] pping Center Name: West Chester Village Retail Center
Address: 8177-8181 PRINCETON —GLENDALE
West Chester Ohio 45069
The Shopping Center is more particularly described
in Schedule 1.
1.2 UnivSuite Nos.: $ UlteT® !
13 Pre 3126 square fect of Net Rentable Area (defined below)
14 A Onan ement te: The date that Landlord delivers possession of the Premi
ses
to Tenant. 5
|
1.5 Rer Commencenwnt Date:- The date that is May 1, 2020 (180) days after the
Commencement Date,
1.6 eC. The date that is the last day of the October 31, 2030
(120) full
calendar m after the Rent Cornmencement Date.
1,7, Xe Wwity Deposit: $0,00
tcemitcien nmin ae ee see ein ennai
4+1552184,)
1.8. Base Reni:
Period
(Lease Year) ot Rent Monthly
ACNE SeBase Ren
INCI
Months after | ~ 6
Commencement Date 0.00 0,00
Months 7 — 60 Year’s 1-5 $39,856.5 $3321.37
Months 61-83 $41,419.50 $3451.62
Months 84-96 $42,982.50 $3581.87
Months 97-109 $44,545.50 $3712.12
Months 446-422
HO-1ad
$46,108.50
* Tenant’s obligation to pay Base Rent during the first Lease
$3842.37
DN
Year shall not commence unti! the
Rent Commencement Date,
se sin ene se vines rene nen ne
E4S32486,)
1.10 Oper ng t AM: Tenant’s Share of Operating Expenses. The monthly
charge for Operating Expense Rent during the first 60 months of the Term
(or
portion thereof) is $1432.75 (plus applicable tax). CAM Expense to be adjusted
after the initial 60 months (5 years)
Lh ByBas Intentionally omitted
1.12 cl ge Rent
Pereenta [ntentionally omitted
1.13 Trade tNName(s): Bella Nails Spa (See Paragraph 7.4),
114 Guarantor(s): . Dung Quoc Nguyen (See Schedule 4).
1,15 Address
for payment o aul y
Landlord: Jenant:
GSL Investments I, LLC Bella Nails Spa
c/o Friedman Management Company 8181 Princeton Glendale Rd
34975 W. Twelve Mile Road ~Sutte i At E
oN
\J
rh
Suite 100 West Chester OH 45069
Farmington, Hills, Michigan 48331
Attn: Property Manager
With a copy of Notices only (not Rent
payments) to:
GSL Investments I LLC
119 Fairfield Ave Suite 400
Bellevue, KY 41073
1.16, Broker:
HEORE! Intentionally committed
1.17. Permitted Use: Tenant shall use the Premises solely as a nail salon and spa,
and
for no other purposes.
—--—L.18__ Minimum Hours of Operation: intent nner aner tienen
Monday ~ Friday: 10:00 a.m. — 9:00 p.m
Saturday: 10:00 a.m. - 9:00 p.m
Sunday: 10:00 a.m, ~ 5:00 p.m
2
3
1-1532184.1
1.19. Minimum Hours of Hlumination (of Exterior Windows of the Premises):
Monday - Friday: 10:00 a.m. — 9:00 p.m.
Saturday: 10:00 a.m. — 9:00 p.m.
Sunday: 10:00 a.m. — 5:00 p.m.
1.20. Renewal Option(s): Tenant shall have the right and option(s) (each a “Renewal
Option” and collectively the “Renewal Options”), subject to the terms and
conditions of Paragraph 53 below, to renew the Term of this Lease for two (2)
additional terms (each a “Renewal Term” and collectively, the “Renewal Terms”)
for periods of sixty (60) months each.
1.21. Base Rent for Renewal Term: The Base Rent payable for the Renewal Term shall
be as follows:
Annual Base Rent Monthly Base Rent
Option Period 1: - $47,671.50 $3972.62
Option Period 2: $49,234.50 $4102.87
DEFINITIONS: Unless the context otherwise specifies or requires, the following terms
will have the meanings set forth below:
2.1. Common Areas. All areas and facilities outside the Premises and within the
exterior boundaries of the Shopping Center that are not leased to other tenants and
that are provided and designated by Landlord, in its sole discretion from time to
time, for the general use and convenience of Tenant and other tenants of the
Shopping Center and their authorized representatives, employees, invitees and the
general public. Common Areas include, but are not limited to, areas within and
outside of the buildings in the Shopping Center, such as pedestrian walkways,
patios, landscaped areas, sidewalks, service corridors, elevators, restrooms,
stairways, decorative walls, plazas, mall throughways, loading areas, parking
areas and roads.
2.2 Gross Sales. Intentionally omitted
2.3 Lease Year. The first Lease Year shall be the period from the Commencement
Date through the last day of the twelfth (12th) full calendar month after the Rent
Commencement Date, and all subsequent Lease Years shall be the successive
twelve (12) month periods thereafter, If the Rent Commencement Date is a day
other than the first day of a calendar month, then the first month after the Rent
Commencement Date shall be the period from the Rent Commencement Date
through the last day of the first full calendar month after the Rent Commencement
Date.
1-1832184.1
24 Net Rentable Area. All floor area within the Premises measured at floor level
from the midpoint of all demising walls to the exterior surface of all exterior walls
and exterior glass separating the Premises from the Common Areas (without
deduction for columns or projections necessary to the Shopping Center or
Premises).
2.5. Operating Expenses. All costs of operating, servicing, administering, repairing
and maintaining the Shopping Center (excluding costs paid directly by Tenant and
other tenants in the Shopping Center or otherwise reimbursable and actually
reimbursed to Landlord), the landscaping of Common Areas and the parking lot
within the Shopping Center, including any and all reasonable and necessary costs
to maintain the Shopping Center in a condition that is consistent with similarly
situated shopping centers in the metropolitan center in which the Shopping Center
is located. For example, Operating Expenses shall include, but shall not be
limited to: (a) wages, salaries, fringe benefits and payroll burden for employees
on-site utilized in the day to day operation of the Shopping Center; (b) public
liability, flood, property damage and all other insurance premiums and deductibles
paid by Landlord with respect to the Shopping Center, including any amounts that
would be charged as premiums or deductibles if Landlord self-insures any of the
insurance risks; (c) liability disclaimers; (d) water, sewer, heating, air
conditioning, ventilating and all other utility charges (other than with respect to
utilities separately metered and paid directly by Tenant or other tenants); (e) Taxes
(defined below), including, but not limited to, the good faith, reasonable cost of
contesting the validity or amount of such Taxes (regardless of whether such
efforts succeed or not); (f) janitorial services; (g) access control; (h) window
cleaning; (i) elevator maintenance, if applicable; (j) fire detection and security
services; (k) landscaping costs; (1) all costs of snow and ice removal; (m) trash,
rubbish, garbage and other refuse removal; (n) pest control; (0) painting; (p)
facade maintenance; (q) lighting; (r) exterior and partition (demising) wall repairs;
(s) roof repairs; (t) maintenance of all steam, water and other water retention and
discharging piping, lakes, culverts, fountains, pumps, weirs, lift stations, catch
basins and other areas and facilities, whether or not on-site; (u) canal embankment
and related maintenance; (v) maintenance, repair and repainting of sidewalks and
general resurfacing and maintenance of parking areas; (w) sanitary control; (x)
depreciation of any and all capital items used in any of such maintenance and
repair activities; (y) repair, maintenance and replacement of signage located in the
Shopping Center; (z) management fees; (aa) the costs (amortized together with a
reasonable finance charge) of any capital improvements that are: (i) made to the
Shopping Center by Landlord primarily for the purpose of reducing Operating
bxpenses (regardless oF whether such reduction occurs or not); or (ii) made to the
Shopping Center by Landlord to comply with any Legal Requirements (defined
below) that was not required of Landlord on the Commencement Date; and (bb)
the costs of supplies, materials and tools used for any of the above,
5
1-1532184.1
Operating Expenses shall not include: (i) depreciation on the Shopping Center or
any Common Areas; (ii) costs of space planning, tenant improvements, marketing
expenses, finders fees and real estate broker commissions; (iii) any and all
expenses for which Landlord is reimbursed (either by an insurer, condemnor,
tenant or other person or entity), but only to the extent of such reimbursement;
(iv) that portion of the salaries for on or off site personnel to the extent any of
them work for other projects owned by Landlord or the Shopping Center’s
managing agent; (v) costs in connection with services or benefits of a type which
are not otherwise Operating Expenses and are not available to Tenant, but are
available to another tenant or occupant; (vi) mark-ups on utilities in excess of
Landlord’s costs therefor; (vii) Landlord’s general overhead and administrative
expenses not directly allocable to the operation of the Shopping Center;
(viii) attorneys’ fees and cost related to negotiating or enforcing any tenant lease,
or resolving disputes with any lender of Landlord or obtaining any financing for
the Shopping Center; (ix) cost of capital improvements unless expressly provided
for in the foregoing paragraph; (x) interest on debt or amortization payments on
any mortgage/deed of trust, or rent on any ground lease; and (xi) federal and state
taxes on income, death, estate or inheritance; or franchise taxes.
2.6. Rea
for dy
Occupaney, Intentionally omitted.
2.7, Ta: xes. All real and personal property taxes, assessments (whether they be general
or special), sewer rents, rates and charges, transit taxes, taxes based upon the
receipt of Rent and any other federal, state or local government charge, general,
special, ordinary or extraordinary (but not including income or estate taxes),
which may now or hereafter be levied or assessed against the land upon which the
Shopping Center stands or the Shopping Center for such year, or the furniture,
fixtures, machinery, equipment, apparatus, systems and appurtenances used in
connection with the Shopping Center for the operation thereof.
2.8 & iron: if We shall mean any law, statute, ordinance or regulation
pertaining to health, industrial hygiene or the environment, including, without
limitation, CERCLA (Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended), RCRA (Resources Conservation and
Recovery Act of 1976) and SARA (Superfund Amendments and Reauthorization
Act of 1986).
2.9. zardal ce. shall mean any substance, material or waste which is or
becomes designated, classified or regulated as being “toxic” or “hazardous” or a
“polluitant™ whichis become: simil. 1 d eited: tassified-or-regtilated;
under any Environmental Law, including asbestos, petr ‘oleum and petroleum
products, or which becomes hazardous to the health and welfare of any occupants
in the Shopping Center.
1-1532184.1
2.10. Legal__Requirements. shall mean any and all statutes, ordinances and
requirements of all local, municipal, state and federal authorities now
in force, or
which may hereafter be in force, pertaining to the Premises and/or the
Shopping
Center occasioned by or affecting the use thereof by Tenant, including,
but not
limited to, the Americans With Disabilities Act, as amended from time
to time.
.
2.11. es: shall mean the Schedules attached hereto and incorporated herein by
reference. This Lease contains the following Schedules:
Schedule 1 Legal Description of Shopping Center
Schedule 2 Site Plan
Schedule 3 Intentionally Omitted
Schedule 4 Guaranty of Lease
Schedule 5 Tenant Acceptance Letter
Schedule 6 Rules and Regulations
Schedule 7 Prohibited Uses
Schedule 8 Exclusives
Schedule 9 Sign Criteria
Schedule 10 Pylon Sign
Schedule 11 Intentionally Omitted
2.12. Term. shall mean the period that shall commence on the Commencement
Date
and end on the Expiration Date, unless sooner terminated as provided
herein or
extended pursuant to the terms of this Lease.
PREMISES:
3.1. Lease of Premises. Landlord hereby leases to Tenant, and Tenant
hereby leases
from Landlord, for the Term and subject to the agreements, covenants,
conditions
and provisions set forth in this Lease, to which Landlord and
Tenant hereby
mutually agree, the Premises. The parties hereby stipulate the number
of square
feet of Net Rentable Area in the Premises and both parties waive the
right either
may have to remeasure the same. Upon occupancy of the Premises
by Tenant,
Tenant shall promptly execute and deliver to Landlord the Tenant
Acceptance
Letter attached hereto as Schedule 5. Tenant agrees to accept the Premise
s in its
“AS-IS” condition and acknowledges that no representations with respect
to the
condition of the Premises have been made by Landlord. Notwithstandin
g the
foregoing, Landlord warrants that the plumbing and electrical systems
serving the
Premises will be in good working order as of the Commencement Date.
Shopping Center. “The Premisés are a part of the Shopping Center. “Landlord
may
increase, reduce or change the number, dimensions or locations of the walks,
buildings, mall areas, parking and other Common Areas and other improvements
located in the Shopping Center in any manner that Landlord, in its sole discretion,
7
1-1532184.4
shall deem proper. Landlord further reserves the right to make alterations and/or
additions to and to build or cause to be built additional stories on the building in
which the Premises are situated and to add any buildings adjoining the Premises
or elsewhere in the Shopping Center. Without limiting the generality of the
foregoing, Landlord reserves the right to, in its sole discretion, at all times, and
from time to time throughout the Term, without incurring any liability to Tenant
and without it constituting an eviction: (a) install, maintain, use, repair and
replace pipes, ducts, conduits and wires leading through the Premises and serving
other parts of the Shopping Center, (b) add additional tenants, retail shops,
buildings, parking facilities anywhere in the Shopping Center (as may be
expanded in accordance with this subparagraph), (c) to renovate the Shopping
Center (such renovation shall include, but not be limited to, the right to erect
scaffolding, alter the configuration of all interior and exterior portions of the
Common Areas); (d) change the size and layout of the Shopping Center; (e) build
and/or demolish structures and buildings, expand and/or alter the parking
facilities, relocate existing buildings and structures; and (f) and install or move
columns, pipes, and utility lines. Landlord shall use reasonable efforts (which
shall not include any obligation to employ labor at overtime rates) to avoid
unreasonable disruption of Tenant’s business during such renovation, except in the
case of an emergency. Once Landlord commences any such renovation, Landlord
shall diligently pursue such renovation to completion. Any addition or reduction
of the Net Rentable Area of the Shopping Center resulting from Landlord’s
actions provided for above, shall result in recalculating Tenant’s Percentage Share
in accordance with Paragraph 1 above.
Furthermore, Landlord shall have the right to change the Shopping Center’s name
without notice, to change the Shopping Center’s street address upon ninety (90)
days’ prior notice, to grant to any person or entity the exclusive right to conduct
any business or render any service in or to the Shopping Center, provided such
exclusive right shall not operate to prohibit Tenant from using the Premises for the
purpose set forth in Paragraph 1.17, to retain at all times master keys or passkeys
to the Premises, and to place such signs, notices or displays as Landlord
reasonably deems necessary or desirable upon the roof and exterior of the
Shopping Center.
3.3. Intentionally Omitted
4 COMMON AREAS:
n ord n R
representatives an ees the non-exclusive right to use the Common Areas
with others who are entitled to use the Common Areas subject to Landlord’s rights
as set forth in this Lease.
1-1532184.1
4.2, +,
ani S IP In addition to the rights Landlord maintains concerning the
Shopping Center described in Paragraph 3.2, Landlord has the right
to: (a)
establish and enforce reasonable rules and regulations applicable to tenants
of the
Shopping Center concerning the maintenance, management, use and operati
on of
the Common Areas, the initial rules and regulations are attached to the Lease
as
Schedule 6; (b) close, if necessary, any of the Common Areas to
prevent
dedication of any of the Common Areas or the accrual of any rights of any
person
or of the public to the Common Areas; (c) close temporarily any of the
Common
Areas for maintenance purposes or for health and safety purposes (e.g.
bomb
threat, hurricane); (d) select a person, firm or corporation, which may be
an entity
related to Landlord, to maintain and operate any of the Common Areas; and
(e)
designate other lands outside the exterior boundaries of the Shopping
Center to
become part of the Common Areas. Notwithstanding the provisions of this
Paragraph, in exercising its rights hereunder, Landlord shall provide Tenant
with a
means of reasonable access to and from the Premises,
5 BASE RENT:
5.1. Base Rent. Tenant will pay to Landlord as Rent for the use and occupancy of
the
Premises at the times and in the manner provided below, Base Rent in the
amount
specified in Paragraph 1.9 payable in U.S. funds, in advance, starting
on the
Rent Commencement Date and on or before the first day of each and every
successive calendar month thereafter during the Term, without demand,
setoff or
deduction. The obligation of Tenant to pay all Rent and other sums
hereunder
provided to be paid by Tenant and the obligation of Tenant to perform
Tenant’s
other covenants and duties hereunder constitute independent, uncondi
tional
obligations to be performed at all times provided for hereunder, save and
except
only when an abatement thereof or reduction therein is hereinabove expressly
provided for and not otherwise. Tenant waives and relinquishes all rights
which
Tenant might have to claim any nature of lien against or withhold, or deduct
from
or offset against any Rent and other sums provided hereunder to be paid
Landlord
by Tenant. Tenant waives and relinquishes any right to assert, either as
a claim or
as a defense, that Landlord is bound to perform or is liable for the
nonperformance of any implied covenant or implied duty of Landlord not
expressly herein set forth.
5.2, Percentage Rent. Intentionally omitted.
5.3 Monthly Statements. Intentionally omitted
v4 Books and Records/Audit Rights. Intentionally omitted.
5.5, Retention of Records/Cost of Audit. Intentionally omitted.
1-1532184.1
5.6. iste: Within thirty (30) days after the end of each full or
partial calendar year during the ‘Term, Tenant will furnish to Landlord a statement
in writing certified to be correct showing the total gross sales by months made in,
on or from the Premises during the preceding calendar year.
5.7, Sales Tax; Additional Rent. In addition to the Base Rent, Tenant agrees to pay
Landlord monthly all sales or use taxes or excise taxes imposed or levied by the
State in which the Shopping Center is located or any other governmental body or
agency against any Rent or any other charge or payment required hereunder to be
made by Tenant to Landlord, but only if any such taxes are charged. All sums of
money as shall become due and payable by Tenant to Landlord under this Lease,
including, without limitation, sales tax and Tenant's Percentage Share of
Operating Expenses, shall be Additional Rent which Tenant shall be obligated to
pay. Landlord shall have the same remedies for default in the payment of
Additional Rent as are available to Landlord in the case of a default in the
payment of Base Rent. All charges to Tenant by Landlord accruing under this
Lease, shall be considered as “Additional Rent” and be collectible in the same
manner as all other components of Rent hereunder. Base Rent, Additional Rent
and all other sums payable by Tenant to Landlord hereunder shall be collectively
referred to herein as “Rent.”
5.8, ‘Tenant's Efforts. During the Term hereof, neither Tenant nor any person, firm, or
corporation who or which controls or is controlled by Tenant, shall directly or
indirectly, either individually or as a partner or stockholder or otherwise, own,
operate, or become financially interested in any similar or competing business
within a radius of five (5) miles from the outside boundary of the Shopping
Center (which Tenant acknowledges is a reasonable area).
5.9. Taxes Payable by Tenant, Tenant shall be directly responsible for taxes upon,
measured by or reasonably attributable to the cost or value of Tenant’s equipment,
furniture, fixtures and other personal property located in the Premises or by the
cost or value of any leasehold improvements made in or to the Premises by or for
Tenant other than the initial improvements to be installed by Landlord, if any,
regardless of whether title to such improvements is in Tenant or Landlord.
5.10. Late Fee / Default Interest, Any installment of Rent not paid when due and
payable shall bear interest at eighteen percent (18%) per annum from the date due
until paid and shall be subject to a late charge in the amount equal to five percent
(5%) of the amount due. In the event any check, bank draft or negotiable
instrument given for any payment under this Lease shall be. dishonored at any
time for any reason whatsoever not attributable to Landlord, Landlord shall be
entitled, in addition to any other remedy that may be available, to an
administrative charge of Two Hundred Fifty and 00/100 Dollars ($250.00). No
10
4-1532184,1
late fee, default interest or the like chargeable by Landlord hereunder shall exceed
those charges permitted by the applicable Legal Requirements.
5.11. Eirst_ Month’s Rent. The Base Rent installment and Operating Expense Rent
installment due for the first full calendar month after the Rent Commencement
Date (plus applicable tax) and the Security Deposit shall be delivered to Landlord
by Tenant with the delivery of this Lease to Landlord for exe
Preview
FILED MARY L. SWAIN BUTLER COUNTY CLERK OF COURTS IN THE COURT OF COMMON PLEAS 02/29/2024 02:46 PM BUTLER COUNTY, OHIO CV 2024 02 0451 GSL INVESTMENTS I, LLC * CASE NO. 850 Euclid Avenue, Suite 819 Cleveland, Ohio 44114 Judge Plaintiff, Vv. COMPLAINT BELLA NAILS & SPA, LLC 8179 Princeton Glendale Road, Suite E West Chester, Ohio 45069 Serve also: BELLA NAILS & SPA, LLC c/o Dung Quoc Nguyen, Agent 8179 Princeton Glendale Road, Suite I West Chester, Ohio 45069 BELLA NAILS & SPA, LLC 8181 Princeton Glendale Road, Suite E West Chester, Ohio 45069 AND DUNG QUOC NGUYEN (KEVIN) 4578 Stonehaven Drive Liberty Township, Ohio 45011 Defendants. Plaintiff, GSL Investments I, LLC, hereby states as follows for its Complaint against Defendants, Bella Nails & Spa, LLC and Dung Quoc Nguyen (“Kevin”) (Bella and are collectively referred to as “Defendants”). PARTIES, JURISDICTION, AND VENUE 1 Plaintiff, GSL Investments I, LLC, is an Ohio limited liability company. Plaintiff operates as a real estate holdings company and owns and leases various commercial properties in Ohio. 2. Defendant, Bella Nails & Spa, LLC (“Bella”), is a limited liability company operating under the state laws of Ohio, with its principal office located in Butler County, Ohio. 3 Defendant, Dung Quoc Nguyen (“Kevin”), is an individual who, upon information and belief, resides in Butler County, Ohio. 4 The claims in this Complaint arise from a commercial lease for property located in Butler County, Ohio. 5 Venue is proper in this Court pursuant to Rules 3(C)(3), (5), and (6) of the Ohio Rules of Civil Procedure because Defendants conducted activity in Butler County, Ohio that gave rise to the claims in this Complaint, the real property that is the subject of this action is located in Butler County, Ohio, and the claims for relief in this Complaint arose in Butler County, Ohio. 6. Venue is proper in this Court pursuant to Section 41 of the attached Lease. 7 Defendants waived the right to a jury trial. See section 43 of Exhibit A. FACTS 8 Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein. 9. Plaintiff is the owner of the real property and improvements located at or about 8177-8181 Princeton Glendale Road, West Chester, Ohio 45069 which real property and improvements consist of a multi-unit retail center known as the West Chester Village (the “Shopping Center’). 10. On or about November 1, 2019, Plaintiff entered into a Retail Lease Agreement (the “Original Lease”) with Defendants, pursuant to which Plaintiff leased to Defendants, approximately 3,126 square feet of space in the Shopping Center, with such leased space having the address of 8179 Princeton Glendale Road, Suite E, West Chester, Ohio 45069 (the “Leased Premises”). A true and accurate copy of the Original Lease is attached hereto as Exhibit A. 11. Defendant, Dung Quoc Nguyen (“Kevin”), agreed to personally guarantee all of Bella’s obligations under the Lease pursuant to that certain Personal Guaranty executed by Defendant Kevin on November 5, 2019. See Exhibit A, Schedule 4, pages 52-56. 12. On or about February 17, 2021, Defendants entered into an Amendment to Retail Lease Agreement (the “First Amendment”), pursuant to which Plaintiff and Defendants amended and renewed the Original Lease. A true and accurate copy of the First Amendment to the Lease is attached hereto as Exhibit B. 13. On or about December 15, 2022, Plaintiff and Defendants entered into a Second Amendment to Retail Lease Agreement (the “Second Amendment”), pursuant to which Plaintiff and Defendants amended and renewed the First Amendment. A true and accurate copy of the Second Amendment to the Lease is attached hereto as Exhibit C. The Original Lease and the Lease Amendments are referred to collectively herein as the “Lease.” 14. The term of the Lease is through October 31, 2030. 15 Defendants agreed to pay Monthly Base Rent. See Section 5. 16. Defendants agreed to pay Operating Expense Rent, in addition to Base Rent. See Section 6 17. The Lease provides for late fees and interest for Rent not timely paid. See Section 5.10. 18. Defendants failed to pay Plaintiff Rent, Operating Expense Rent, and other fees due under the lease. 19. Defendants have defaulted under the Lease pursuant to section 21. 20. Plaintiff, pursuant to the Lease, has the right to Terminate the Lease, and/or repossess the Leased Premises, and recover damages. Plaintiff also has the right to accelerate the Rent and Other Rent due under the lease term. 21. The Lease is governed by Ohio law. 22. Section 22.2(c) of the Lease provides that, in the event of Defendants’ default under the Lease, Landlord may “exercise any and all other rights and remedies available to Landlord at law or in equity.” 23. Defendants also agreed to pay Plaintiff’s attorneys’ fees upon default. See Section 26 of the Lease. 24. Plaintiff has been damaged as a result of Defendants’ breaches of the Lease as described herein, for which Defendants are liable to Plaintiff in an amount in excess of jurisdictional requirements, in excess of $25,000.00. 25. Plaintiff has made a demand on Defendants, but to date Defendants have failed and refused to pay the amounts due to Plaintiff as described herein. 26. Defendants have also failed to negotiate in good faith. COUNT ONE (Breach of Contract) 27 Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein. 28, Plaintiff fully performed all obligations required under the Lease. 29. Defendants materially breached the terms and conditions of the Lease. 30. Defendants breached the Lease by failing to pay Rent, Operating Expense Rent, other amounts due under the Lease, including, but not limited to late fees, and interest. 31. Plaintiff, upon Defendants’ default, has accelerated all Rent and Operating Costs for the remainder of the term of the Lease. 32. Defendant, Kevin, is also jointly, severally, and personally liable to Plaintiff. See Exhibit A. 33. Plaintiff has demanded payment from Defendants, but Defendants have failed and refused to issue payment to Plaintiff. 34. Asa direct and proximate result of Defendants’ breaches of the Lease, Plaintiff has suffered damages exceeding $25,000.00. COUNT TWO (Indemnification) 35. Plaintiff incorporates the preceding Paragraphs as if fully rewritten herein. 36. Defendants agreed “to and shall indemnify, defend and hold Landlord harmless from and against any and all claims, demands, losses, damages, costs and expenses..... arising out of Tenant’s acts or omissions, or relating to Tenant’s breach or default under this Lease[.]” 37. As described herein, Defendants breached the Lease. 38. As a result of Defendants’ breaches of the Lease, Plaintiff has been damaged. 39. Pursuant to the terms of the Lease, Defendants has an obligation to indemnify Plaintiff for, and Plaintiff is entitled to, all costs incurred by Plaintiff as a result of Defendants’ failure to perform its covenants under the Lease, including, without limitation, attorneys’ fees incurred by Plaintiff. 40. Plaintiff has suffered damages as a result of Defendants’ failure to perform covenants under the Lease, and Plaintiff continues to suffer damages, including, but not limited to, attorneys’ fees incurred by Plaintiff. 41. Plaintiff has incurred and will continue to incur attorneys’ fees, court costs, and expenses in bringing the claims contained in this complaint, and Plaintiff is entitled to recover such attorneys’ fees, court costs, and expenses, and interest, from Defendants. 42. Plaintiff has suffered damages in excess of $25,000.00 as a result of Defendants’ failure to perform its covenants under the Lease and continues to suffer damages. WHEREFORE, Plaintiff GSL Investments I, LLC, respectfully demands relief as follows: A. Judgment against Defendants, Bella Nails Spa and Dung Quoc Nguyen (“Kevin”) on Counts One and Two of this Complaint, in amount to be determined and in excess of $25,000.00; An award of pre-judgment and post-judgment interest; An award of Plaintiff's attorneys’ fees, court costs and expenses; and Such other and further relief as the Court finds just and equitable. Respectfully submitted, /s/Thomas P. Doyle Thomas P. Doyle (0085418) DOYLE & HASSMAN, LLC 2245 Gilbert Ave, Suite 205 Cincinnati, Ohio 45206 Phone: (513) 321-0900 Fax: (513) 806-2300 Email: tdoyle@doylehassmanlaw.com Attorney for Plaintiff, GSL Investments I, LLC TO THE CLERK Please serve a Summons and a copy of the Complaint on the Defendants at the addresses listed in the caption hereof, by certified mail, return receipt requested. homas P. Doyle Thomas P. Doyle (0085418) ‘? & EXHIBIT i i RETAIL LEASE FOR WEST CHESTER VILLAGE SHOPPING CENTER GSL INVESTMENTS L, LLC, AS LANDLORD AND Bella Nails Spa AS TENANT The submission of this document for examination does not constitute an option or offer to lease space. This document shall have no binding effect on the parties unless executed by the Landlord and the executed copy is delivered to the Tenant. 411532184.) RETAIL LEASE This Retail Lease (this “Lease”) is made this Iday of November, 2019 by and between GSL INVESTMENTS I, LLC, an Ohio limited liability compa ny (“4 Landlord”), and Bella Nails Spa, Dung Quoc Nguyen (Kevin) (“Tenant”). BASIC LEASE PROVISIONS: Ld. Sho, ul 1] pping Center Name: West Chester Village Retail Center Address: 8177-8181 PRINCETON —GLENDALE West Chester Ohio 45069 The Shopping Center is more particularly described in Schedule 1. 1.2 UnivSuite Nos.: $ UlteT® ! 13 Pre 3126 square fect of Net Rentable Area (defined below) 14 A Onan ement te: The date that Landlord delivers possession of the Premi ses to Tenant. 5 | 1.5 Rer Commencenwnt Date:- The date that is May 1, 2020 (180) days after the Commencement Date, 1.6 eC. The date that is the last day of the October 31, 2030 (120) full calendar m after the Rent Cornmencement Date. 1,7, Xe Wwity Deposit: $0,00 tcemitcien nmin ae ee see ein ennai 4+1552184,) 1.8. Base Reni: Period (Lease Year) ot Rent Monthly ACNE SeBase Ren INCI Months after | ~ 6 Commencement Date 0.00 0,00 Months 7 — 60 Year’s 1-5 $39,856.5 $3321.37 Months 61-83 $41,419.50 $3451.62 Months 84-96 $42,982.50 $3581.87 Months 97-109 $44,545.50 $3712.12 Months 446-422 HO-1ad $46,108.50 * Tenant’s obligation to pay Base Rent during the first Lease $3842.37 DN Year shall not commence unti! the Rent Commencement Date, se sin ene se vines rene nen ne E4S32486,) 1.10 Oper ng t AM: Tenant’s Share of Operating Expenses. The monthly charge for Operating Expense Rent during the first 60 months of the Term (or portion thereof) is $1432.75 (plus applicable tax). CAM Expense to be adjusted after the initial 60 months (5 years) Lh ByBas Intentionally omitted 1.12 cl ge Rent Pereenta [ntentionally omitted 1.13 Trade tNName(s): Bella Nails Spa (See Paragraph 7.4), 114 Guarantor(s): . Dung Quoc Nguyen (See Schedule 4). 1,15 Address for payment o aul y Landlord: Jenant: GSL Investments I, LLC Bella Nails Spa c/o Friedman Management Company 8181 Princeton Glendale Rd 34975 W. Twelve Mile Road ~Sutte i At E oN \J rh Suite 100 West Chester OH 45069 Farmington, Hills, Michigan 48331 Attn: Property Manager With a copy of Notices only (not Rent payments) to: GSL Investments I LLC 119 Fairfield Ave Suite 400 Bellevue, KY 41073 1.16, Broker: HEORE! Intentionally committed 1.17. Permitted Use: Tenant shall use the Premises solely as a nail salon and spa, and for no other purposes. —--—L.18__ Minimum Hours of Operation: intent nner aner tienen Monday ~ Friday: 10:00 a.m. — 9:00 p.m Saturday: 10:00 a.m. - 9:00 p.m Sunday: 10:00 a.m, ~ 5:00 p.m 2 3 1-1532184.1 1.19. Minimum Hours of Hlumination (of Exterior Windows of the Premises): Monday - Friday: 10:00 a.m. — 9:00 p.m. Saturday: 10:00 a.m. — 9:00 p.m. Sunday: 10:00 a.m. — 5:00 p.m. 1.20. Renewal Option(s): Tenant shall have the right and option(s) (each a “Renewal Option” and collectively the “Renewal Options”), subject to the terms and conditions of Paragraph 53 below, to renew the Term of this Lease for two (2) additional terms (each a “Renewal Term” and collectively, the “Renewal Terms”) for periods of sixty (60) months each. 1.21. Base Rent for Renewal Term: The Base Rent payable for the Renewal Term shall be as follows: Annual Base Rent Monthly Base Rent Option Period 1: - $47,671.50 $3972.62 Option Period 2: $49,234.50 $4102.87 DEFINITIONS: Unless the context otherwise specifies or requires, the following terms will have the meanings set forth below: 2.1. Common Areas. All areas and facilities outside the Premises and within the exterior boundaries of the Shopping Center that are not leased to other tenants and that are provided and designated by Landlord, in its sole discretion from time to time, for the general use and convenience of Tenant and other tenants of the Shopping Center and their authorized representatives, employees, invitees and the general public. Common Areas include, but are not limited to, areas within and outside of the buildings in the Shopping Center, such as pedestrian walkways, patios, landscaped areas, sidewalks, service corridors, elevators, restrooms, stairways, decorative walls, plazas, mall throughways, loading areas, parking areas and roads. 2.2 Gross Sales. Intentionally omitted 2.3 Lease Year. The first Lease Year shall be the period from the Commencement Date through the last day of the twelfth (12th) full calendar month after the Rent Commencement Date, and all subsequent Lease Years shall be the successive twelve (12) month periods thereafter, If the Rent Commencement Date is a day other than the first day of a calendar month, then the first month after the Rent Commencement Date shall be the period from the Rent Commencement Date through the last day of the first full calendar month after the Rent Commencement Date. 1-1832184.1 24 Net Rentable Area. All floor area within the Premises measured at floor level from the midpoint of all demising walls to the exterior surface of all exterior walls and exterior glass separating the Premises from the Common Areas (without deduction for columns or projections necessary to the Shopping Center or Premises). 2.5. Operating Expenses. All costs of operating, servicing, administering, repairing and maintaining the Shopping Center (excluding costs paid directly by Tenant and other tenants in the Shopping Center or otherwise reimbursable and actually reimbursed to Landlord), the landscaping of Common Areas and the parking lot within the Shopping Center, including any and all reasonable and necessary costs to maintain the Shopping Center in a condition that is consistent with similarly situated shopping centers in the metropolitan center in which the Shopping Center is located. For example, Operating Expenses shall include, but shall not be limited to: (a) wages, salaries, fringe benefits and payroll burden for employees on-site utilized in the day to day operation of the Shopping Center; (b) public liability, flood, property damage and all other insurance premiums and deductibles paid by Landlord with respect to the Shopping Center, including any amounts that would be charged as premiums or deductibles if Landlord self-insures any of the insurance risks; (c) liability disclaimers; (d) water, sewer, heating, air conditioning, ventilating and all other utility charges (other than with respect to utilities separately metered and paid directly by Tenant or other tenants); (e) Taxes (defined below), including, but not limited to, the good faith, reasonable cost of contesting the validity or amount of such Taxes (regardless of whether such efforts succeed or not); (f) janitorial services; (g) access control; (h) window cleaning; (i) elevator maintenance, if applicable; (j) fire detection and security services; (k) landscaping costs; (1) all costs of snow and ice removal; (m) trash, rubbish, garbage and other refuse removal; (n) pest control; (0) painting; (p) facade maintenance; (q) lighting; (r) exterior and partition (demising) wall repairs; (s) roof repairs; (t) maintenance of all steam, water and other water retention and discharging piping, lakes, culverts, fountains, pumps, weirs, lift stations, catch basins and other areas and facilities, whether or not on-site; (u) canal embankment and related maintenance; (v) maintenance, repair and repainting of sidewalks and general resurfacing and maintenance of parking areas; (w) sanitary control; (x) depreciation of any and all capital items used in any of such maintenance and repair activities; (y) repair, maintenance and replacement of signage located in the Shopping Center; (z) management fees; (aa) the costs (amortized together with a reasonable finance charge) of any capital improvements that are: (i) made to the Shopping Center by Landlord primarily for the purpose of reducing Operating bxpenses (regardless oF whether such reduction occurs or not); or (ii) made to the Shopping Center by Landlord to comply with any Legal Requirements (defined below) that was not required of Landlord on the Commencement Date; and (bb) the costs of supplies, materials and tools used for any of the above, 5 1-1532184.1 Operating Expenses shall not include: (i) depreciation on the Shopping Center or any Common Areas; (ii) costs of space planning, tenant improvements, marketing expenses, finders fees and real estate broker commissions; (iii) any and all expenses for which Landlord is reimbursed (either by an insurer, condemnor, tenant or other person or entity), but only to the extent of such reimbursement; (iv) that portion of the salaries for on or off site personnel to the extent any of them work for other projects owned by Landlord or the Shopping Center’s managing agent; (v) costs in connection with services or benefits of a type which are not otherwise Operating Expenses and are not available to Tenant, but are available to another tenant or occupant; (vi) mark-ups on utilities in excess of Landlord’s costs therefor; (vii) Landlord’s general overhead and administrative expenses not directly allocable to the operation of the Shopping Center; (viii) attorneys’ fees and cost related to negotiating or enforcing any tenant lease, or resolving disputes with any lender of Landlord or obtaining any financing for the Shopping Center; (ix) cost of capital improvements unless expressly provided for in the foregoing paragraph; (x) interest on debt or amortization payments on any mortgage/deed of trust, or rent on any ground lease; and (xi) federal and state taxes on income, death, estate or inheritance; or franchise taxes. 2.6. Rea for dy Occupaney, Intentionally omitted. 2.7, Ta: xes. All real and personal property taxes, assessments (whether they be general or special), sewer rents, rates and charges, transit taxes, taxes based upon the receipt of Rent and any other federal, state or local government charge, general, special, ordinary or extraordinary (but not including income or estate taxes), which may now or hereafter be levied or assessed against the land upon which the Shopping Center stands or the Shopping Center for such year, or the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Shopping Center for the operation thereof. 2.8 & iron: if We shall mean any law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environment, including, without limitation, CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended), RCRA (Resources Conservation and Recovery Act of 1976) and SARA (Superfund Amendments and Reauthorization Act of 1986). 2.9. zardal ce. shall mean any substance, material or waste which is or becomes designated, classified or regulated as being “toxic” or “hazardous” or a “polluitant™ whichis become: simil. 1 d eited: tassified-or-regtilated; under any Environmental Law, including asbestos, petr ‘oleum and petroleum products, or which becomes hazardous to the health and welfare of any occupants in the Shopping Center. 1-1532184.1 2.10. Legal__Requirements. shall mean any and all statutes, ordinances and requirements of all local, municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises and/or the Shopping Center occasioned by or affecting the use thereof by Tenant, including, but not limited to, the Americans With Disabilities Act, as amended from time to time. . 2.11. es: shall mean the Schedules attached hereto and incorporated herein by reference. This Lease contains the following Schedules: Schedule 1 Legal Description of Shopping Center Schedule 2 Site Plan Schedule 3 Intentionally Omitted Schedule 4 Guaranty of Lease Schedule 5 Tenant Acceptance Letter Schedule 6 Rules and Regulations Schedule 7 Prohibited Uses Schedule 8 Exclusives Schedule 9 Sign Criteria Schedule 10 Pylon Sign Schedule 11 Intentionally Omitted 2.12. Term. shall mean the period that shall commence on the Commencement Date and end on the Expiration Date, unless sooner terminated as provided herein or extended pursuant to the terms of this Lease. PREMISES: 3.1. Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and subject to the agreements, covenants, conditions and provisions set forth in this Lease, to which Landlord and Tenant hereby mutually agree, the Premises. The parties hereby stipulate the number of square feet of Net Rentable Area in the Premises and both parties waive the right either may have to remeasure the same. Upon occupancy of the Premises by Tenant, Tenant shall promptly execute and deliver to Landlord the Tenant Acceptance Letter attached hereto as Schedule 5. Tenant agrees to accept the Premise s in its “AS-IS” condition and acknowledges that no representations with respect to the condition of the Premises have been made by Landlord. Notwithstandin g the foregoing, Landlord warrants that the plumbing and electrical systems serving the Premises will be in good working order as of the Commencement Date. Shopping Center. “The Premisés are a part of the Shopping Center. “Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings, mall areas, parking and other Common Areas and other improvements located in the Shopping Center in any manner that Landlord, in its sole discretion, 7 1-1532184.4 shall deem proper. Landlord further reserves the right to make alterations and/or additions to and to build or cause to be built additional stories on the building in which the Premises are situated and to add any buildings adjoining the Premises or elsewhere in the Shopping Center. Without limiting the generality of the foregoing, Landlord reserves the right to, in its sole discretion, at all times, and from time to time throughout the Term, without incurring any liability to Tenant and without it constituting an eviction: (a) install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises and serving other parts of the Shopping Center, (b) add additional tenants, retail shops, buildings, parking facilities anywhere in the Shopping Center (as may be expanded in accordance with this subparagraph), (c) to renovate the Shopping Center (such renovation shall include, but not be limited to, the right to erect scaffolding, alter the configuration of all interior and exterior portions of the Common Areas); (d) change the size and layout of the Shopping Center; (e) build and/or demolish structures and buildings, expand and/or alter the parking facilities, relocate existing buildings and structures; and (f) and install or move columns, pipes, and utility lines. Landlord shall use reasonable efforts (which shall not include any obligation to employ labor at overtime rates) to avoid unreasonable disruption of Tenant’s business during such renovation, except in the case of an emergency. Once Landlord commences any such renovation, Landlord shall diligently pursue such renovation to completion. Any addition or reduction of the Net Rentable Area of the Shopping Center resulting from Landlord’s actions provided for above, shall result in recalculating Tenant’s Percentage Share in accordance with Paragraph 1 above. Furthermore, Landlord shall have the right to change the Shopping Center’s name without notice, to change the Shopping Center’s street address upon ninety (90) days’ prior notice, to grant to any person or entity the exclusive right to conduct any business or render any service in or to the Shopping Center, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose set forth in Paragraph 1.17, to retain at all times master keys or passkeys to the Premises, and to place such signs, notices or displays as Landlord reasonably deems necessary or desirable upon the roof and exterior of the Shopping Center. 3.3. Intentionally Omitted 4 COMMON AREAS: n ord n R representatives an ees the non-exclusive right to use the Common Areas with others who are entitled to use the Common Areas subject to Landlord’s rights as set forth in this Lease. 1-1532184.1 4.2, +, ani S IP In addition to the rights Landlord maintains concerning the Shopping Center described in Paragraph 3.2, Landlord has the right to: (a) establish and enforce reasonable rules and regulations applicable to tenants of the Shopping Center concerning the maintenance, management, use and operati on of the Common Areas, the initial rules and regulations are attached to the Lease as Schedule 6; (b) close, if necessary, any of the Common Areas to prevent dedication of any of the Common Areas or the accrual of any rights of any person or of the public to the Common Areas; (c) close temporarily any of the Common Areas for maintenance purposes or for health and safety purposes (e.g. bomb threat, hurricane); (d) select a person, firm or corporation, which may be an entity related to Landlord, to maintain and operate any of the Common Areas; and (e) designate other lands outside the exterior boundaries of the Shopping Center to become part of the Common Areas. Notwithstanding the provisions of this Paragraph, in exercising its rights hereunder, Landlord shall provide Tenant with a means of reasonable access to and from the Premises, 5 BASE RENT: 5.1. Base Rent. Tenant will pay to Landlord as Rent for the use and occupancy of the Premises at the times and in the manner provided below, Base Rent in the amount specified in Paragraph 1.9 payable in U.S. funds, in advance, starting on the Rent Commencement Date and on or before the first day of each and every successive calendar month thereafter during the Term, without demand, setoff or deduction. The obligation of Tenant to pay all Rent and other sums hereunder provided to be paid by Tenant and the obligation of Tenant to perform Tenant’s other covenants and duties hereunder constitute independent, uncondi tional obligations to be performed at all times provided for hereunder, save and except only when an abatement thereof or reduction therein is hereinabove expressly provided for and not otherwise. Tenant waives and relinquishes all rights which Tenant might have to claim any nature of lien against or withhold, or deduct from or offset against any Rent and other sums provided hereunder to be paid Landlord by Tenant. Tenant waives and relinquishes any right to assert, either as a claim or as a defense, that Landlord is bound to perform or is liable for the nonperformance of any implied covenant or implied duty of Landlord not expressly herein set forth. 5.2, Percentage Rent. Intentionally omitted. 5.3 Monthly Statements. Intentionally omitted v4 Books and Records/Audit Rights. Intentionally omitted. 5.5, Retention of Records/Cost of Audit. Intentionally omitted. 1-1532184.1 5.6. iste: Within thirty (30) days after the end of each full or partial calendar year during the ‘Term, Tenant will furnish to Landlord a statement in writing certified to be correct showing the total gross sales by months made in, on or from the Premises during the preceding calendar year. 5.7, Sales Tax; Additional Rent. In addition to the Base Rent, Tenant agrees to pay Landlord monthly all sales or use taxes or excise taxes imposed or levied by the State in which the Shopping Center is located or any other governmental body or agency against any Rent or any other charge or payment required hereunder to be made by Tenant to Landlord, but only if any such taxes are charged. All sums of money as shall become due and payable by Tenant to Landlord under this Lease, including, without limitation, sales tax and Tenant's Percentage Share of Operating Expenses, shall be Additional Rent which Tenant shall be obligated to pay. Landlord shall have the same remedies for default in the payment of Additional Rent as are available to Landlord in the case of a default in the payment of Base Rent. All charges to Tenant by Landlord accruing under this Lease, shall be considered as “Additional Rent” and be collectible in the same manner as all other components of Rent hereunder. Base Rent, Additional Rent and all other sums payable by Tenant to Landlord hereunder shall be collectively referred to herein as “Rent.” 5.8, ‘Tenant's Efforts. During the Term hereof, neither Tenant nor any person, firm, or corporation who or which controls or is controlled by Tenant, shall directly or indirectly, either individually or as a partner or stockholder or otherwise, own, operate, or become financially interested in any similar or competing business within a radius of five (5) miles from the outside boundary of the Shopping Center (which Tenant acknowledges is a reasonable area). 5.9. Taxes Payable by Tenant, Tenant shall be directly responsible for taxes upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant other than the initial improvements to be installed by Landlord, if any, regardless of whether title to such improvements is in Tenant or Landlord. 5.10. Late Fee / Default Interest, Any installment of Rent not paid when due and payable shall bear interest at eighteen percent (18%) per annum from the date due until paid and shall be subject to a late charge in the amount equal to five percent (5%) of the amount due. In the event any check, bank draft or negotiable instrument given for any payment under this Lease shall be. dishonored at any time for any reason whatsoever not attributable to Landlord, Landlord shall be entitled, in addition to any other remedy that may be available, to an administrative charge of Two Hundred Fifty and 00/100 Dollars ($250.00). No 10 4-1532184,1 late fee, default interest or the like chargeable by Landlord hereunder shall exceed those charges permitted by the applicable Legal Requirements. 5.11. Eirst_ Month’s Rent. The Base Rent installment and Operating Expense Rent installment due for the first full calendar month after the Rent Commencement Date (plus applicable tax) and the Security Deposit shall be delivered to Landlord by Tenant with the delivery of this Lease to Landlord for exe