Preview
LUCAS COUNTY COMMON PLEAS COURT
CASE DESIGNATION
G-4801-Cl-0202401905-000
TO: Bernie Quilter, Clerk of Courts CASE NO._
JUDGE
The following type of case is being filed: A seioo gned fo Jedge Gary Cook
‘essional Malpractice
Legal Malpractice (L)
Medical Malpractice (M)
CL] oduct Liability (B)
Other Tort (C) By submitting the complaint, with the
signature of the Attorney, the Attorney
Workers' Compensation affirms that the name of person with
State Funded (D) settlement authority and his/her direct
Self Insured (K) phone number will be provided upon
request to a party or counsel in this matter
Administrative Appeal (F)
Commercial Docket cl()Appropriation
ther Civil
Consumer Fraud LIF orfeiture
(P) [__] Court Ordered
Other Civil (H) C_lcertificate of Title
[|Copyright Infringement (W)
‘
This case was previously dismissed pursuant to CIVIL RULE 41 and is to be assigned to
Judge , the original Judge at the time of dismissal. The
previously filed case number was CL
This case is a civil forfeiture case related to a criminal case currently pending on the docket of
Judge . The pending case number is
This case is a Declaratory Judgment case with a personal injury or related case currently pending.
The pending case number is , assigned to Judge
This case is to be reviewed for consolidation in accordance with Local Rule 5.02 as a companion or
related case. This designation sheet will be sent by the Clerk of Courts to the newly assigned Judge for review
with the Judge who has the companion or related case with the lowest case number. The Judge who would
receive the consolidated case may accept or deny consolidation of the case. Both Judges will sign this
designation sheet to indicate the action taken. If the Judge with the lowest case number agrees to accept, the
reassignment of the case by the Administration Judge shall be processed. If there is a disagreement between the
Judges regarding consolidation, the matter may be referred to the Administrative Judge.
Related/companion case number Assigned Judge.
Approve/Deny Date Approve/Deny Date
Attorney Douglas A. Wilkins
Address P.O. Box 4967
Toledo, Oh 43610
Telephone (419) 246-3777
EFILED LUCAS COUNTY
3/27/2024 11:01 AM
COMMON.PLEAS COURT
BERNIE QUILTER, CLERK
EFILEID: 104451
IN THE LUCAS COUNTY COURT OF COMMON PLEAS —
. G-4801-CT-0202401905-000
Judge
STAR-WEST FRANKLIN PARK MALL LLC Case NO :
5001 Monroe Street
~ ” GARY G. COOK
Toledo, Ohio 43623, JUDGE. ~ a ae
Plaintiff, COMPLAINT; PRAECIPE
Vv. Douglas A. Wilkins (0020801)
P.O. Box 4967
NRC ALLIANCE, LLC d/b/a DAILY THREAD Toledo, OH 43610
2501 Chatham Road, Suite R Phone: (419) 246-3777
Springfield, Illinois 62704 Fax: (419) 531-9415
E-mail: dwilkins@mac.com
and
Counsel for Plaintiff
GEMCHAMPS HOLDINGS, LTD
c/o Harvard Business Services, Inc.
16192 Coastal Hwy
Lewes, Delaware 19958,
Defendants,
NOW COMES Plaintiff STAR- WEST FRANKLIN PARK MALL LLC (“Landlord”), by
and through counsel, and for its Complaint against Defendants NRC ALLIANCE, LLC d/b/a
DAILY THREAD (“Tenant”) and GEMCHAMPS HOLDINGS, LTD (“Guarantor”) avers as
follows:
PARTIES
1 Landlord is the owner of the shopping center commonly known as Franklin Park
Mall with a principal place of business at 5001 Monroe Street, Toledo, Ohio 43623 (the “Shopping
Center”).
ee —~
2 Tenant is a Delaware limited liability company with, at all relevant times, a
principal place of business at Store No..1170 (the “Premises”) in the Shopping Center.
4
3 The Premises has a mailing address of Franklin Park Mall, 5001 Monroe Street,
Store No..1170, Toledo, Ohio 43623.
4 Guarantor is a New York corporation with a Registered Agent address of Harvard
Business Services, Inc., 16192 Coastal Hwy, Lewes, Delaware 19958.
5 The Court has jurisdiction over Tenant because Tenant transacted business in Ohio,
and this matter arises from that transaction of business, and it made or performed a contract or
promise substantially connected to Ohio, and this matter arises from that contract or promise.
6 The Court has jurisdiction over Guararitor because Guarantor made a contract or
promise substantially connected with the State of Ohio and this cause of action arises from that
contract or promise.
7
Venue is proper in this Court because Lucas County is the county in which the
transaction or some part thereof occurred out of which the cause of action arose.
BACKGROUND
The Lease
8 Landlord, as lessor, and Tenant, as lessee, are parties to a certain non-residential lease
dated November 14, 2022 (together with any amendments or addenda thereto, the “Lease”) for the
Premises. A true and correct copy of the Lease is attached hereto as Exhibit A.
9. The Rental Commencement Date (as defined in the Lease) was March 4, 2023.
10. Pursuant to Section 1.03 of the Lease, in the event Tenant shall fail to open its store
al Rent
for business by the Rental Commencement Date, Tenant shall pay to Landlord as Addition
($100.00) per day for
(as defined in the Lease), upon demand, the sum of One Hundred Dollars
eaten
each day Tenant delays its initial opening in accordance with Section 1.02 of the Lease, after and
including the Rental Commencement Date,
11. Pursuant to Section 19.01 of the Lease, the following, among other things, shall
constitute a Default and breach under the Lease: (i) any failure of Tenant to pay any Minimum
Annual Rental, Percentage Rental or Additional Rent or any other charges when.due unless cured
within five (5) days after written notice from Landlord, (ii) any failure of Tenant to move into the
Premises and to initially open for business on or before the Rental Commencement Date, or (iii)
Tenant’s abandonment of the Premises.
12. Pursuant to Section 19.61(A) of the Lease, upon a Default, in addition to any other
remedies available to Landlord at law or in equity, Landlord shall have the option to immediately
terminate the Lease and Tenant’s right to possession of the Premises by giving Tenant written
notice that the Lease is terminated. If Landlord elects to terminate the Lease, Landlord shall have
the right to recover from Tenant an amount equal to: (1) the worth at the time of award of the
unpaid rental which had been earned at the time of termination; plus (2) the worth at the time of
award of the amount by which the unpaid rental which would have been earned after termination
until the time of award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus’ (3) the worth at the time of award of the amount by which the unpaid
rental for the balance of the Term after the time of award exceeds the amount of such rental loss
that Tenant proves could be reasonably avoided; plus (4) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform
Tenant’s obligations under the Lease or which in the ordinary course of things would be likely to
result therefrom; plus (5) all such other amounts in addition to or in lieu of the foregoing as may
be permitted from time to time under applicable law.
ae
13. Further, pursuant to Section 27.22 of the Lease, in the event of any action or
proceeding brought by Landlord against Tenant arising out of the Lease, Tenant will be liable to
Landlord for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred
by Landlord in such action, should Landlord be the prevailing party.
The Guaranty
14. On or about November 8, 2022, Guarantor executed a Guaranty (the “Guaranty”)
to and for the benefit of Landlord. A true and correct copy of the Guaranty is attached to, and
incorporated within, the Lease.
15. Pursuant to the Guaranty, Guarantor guaranteed the full, faithful, and timely
payment and performance by Tenant of all the payments, covenants, and other obligations of
Tenant under or pursuant to the Lease, including the payment by Tenant of the rent, sums, costs,
and other charges to become due.
Default Notice, Notice of Termination and Demand for Payment
16. Tenant failed to open for business in the Premises by the Rental Commencement
Date and failed to operate continuously as required under the Lease.
17. On or around May 4, 2023, Landlord caused a Notice of Default (“Default Notice”)
had occurred under
to issue to Tenant and Guarantor, advising Tenant and Guarantor that a default
continuously. A true and
the Lease as a tesult of Tenant’s failure to open for business and operate
correct copy of the Default Notice is attached hereto.as Exhibit B.
in
18. Tenant and Guarantor failed to cure the default within the cure period set forth
the Default Notice and the Lease.
s on or
19. Tenait failed to-move into the Premises and to initially open for busines
before the Rental Commencement Date.
_-
20. Tenant has vacated and abandoned the Premises.
21. As aresult, a Default has occurred under the Lease.
22. On or about March 21, 2024, Landlord caused a Notice of Termination and Demand
for Payment to issue to Tenant and Guarantor, and thereby terminated the Lease, and demanded
Additional Rent in the amount of One Hundted and ‘00/100 Dollars ($100.00) per day from the
Rental Commencement Date through the effective date of Landlord’s termination of the Lease,
plus all other amounts of rent due and owing. A true and correct copy of the Notice of Termination
and Demand for Payment is attached hereto as Exhibit C:
COUNT I — Breach of Lease against Tenant
23. Landlord re-alleges and incorporates paragraphs | through 22 of this Complaint, as
though fully set forth herein.
24. The Lease is a valid and enforceable contract between Landlord and Tenant entered
into for good and valuable consideration.
25. Landlord has complied with or been excused from all of its obligations under and
conditions precedent to enforcing the Lease.
charges
26. Tenant is in breach of the Lease as a result of its failure to pay rent and other
for business.
due under the Lease and failure to move into the Premises and to initially open
s in an.
27. As a result of Tenant’s’ breach of the Léase, Landlord has incurred damage
which had been earned at
amount equal to: (1) the worth at the time of award of the unpaid rental
amount by which the unpaid
the time of termination; plus (2) the worth at the time of award of the
the Lease. until the time of
rent and charges which would have been earned after termination of
could have been reasonably
award exceeds the amoiint of such rental loss that Tenant proves
which the unpaid rent and charges
avoided; plus (3) the worth at the time of award of the amount by
for the balance of the Term after the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus (4) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Teriant’s failure to perform Tenant’s
obligations under the Lease or which in the ordinary course of things would. be likely to result
therefrom; plus (5) all-such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time under applicable law; plus (6) all reasonable expenses of attorneys’
fees, costs, and disbursements incurred by Landlord.
WHEREFORE, plaintiff STAR-WEST FRANKLIN PARK MALL LLC prays for a
judgment in its favor and against defendant NRC ALLIANCE, LLC d/b/a DAILY THREAD for all.
amounts due under the. Lease, plus all reasonable expenses of attorneys’ fees and all costs and
disbursements incurred by Landlord, and for such other and further relief as this Court deems just.
COUNT II — Breach of Guaranty against Guaranto
28. Landlord re-alleges and incorporates paragraphs 1 through 27 of this Complaint for
Breach of Lease and Guaranty, as though fully set forth herein.
29. The Guaranty is.a valid and enforceable contract entered into for good and valuable
consideration.
30. Landlord has complied with or been excused from all of its obligations under and
conditions precedent to enforcing the Guaranty.
31. Guarantor is in breach of the Guaranty.
32. As a result of Guarantor’s breach of the Guaranty, Landlord has incurred damages
in an amount equal to: (1) the worth at the time of award of the unpaid rental which had been
earned at the time of termination; plus (2) the'worth at the time of award of the amount by which
the unpaid rent and charges which would have been earned after termination of the Lease until the
ee a
time of award exceeds the amount of stich rental loss that Guarantor proves could have been
reasonably avoided; plus (3) the worth at the time of award of the amount by which the unpaid
rent and charges for the balance of the Term after the time of award exceeds the amount of such
rental loss that Guarantor proves could be reasonably avoided; plus (4) any other amount necessary
to compensate Landlord for all the detriment proximately caused by Guarantor’s failure to perform
Tenant’s obligations under the Lease or which in the ordinary course of things would be likely to
result therefrom; plus (5) all reasonable expenses of attorneys’ fees, costs, and disbursements
incurred by Landlord; plus’ (6) all such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time under applicable law.
WHEREFORE, plaintiff STAR-WEST FRANKLIN PARK MALL LLC prays for a
judgment in its favor and against defendant GEMCHAMPS HOLDINGS, LTD for all amounts due
under the Guaranty, plus all reasonable expenses of attorneys’ fees and all costs and disbursements
incurred by Landlord, and for such other and further relief as this Court deems just.
Respectfully Submitted,
/s/ Douglas ‘A. Wilkins
vee
PRAECIPE
To the clerk of courts:
Please serve Defendants with a copy of the complaint and summons as follows:
1, Ordinary mail at: NRC ALLIANCE, LLC d/b/a DAILY THREAD, 2501 Chatham Road,
Suite R, Springfield, Illinois 62704.
2. Ordinary mail at! GEMCHAMPS HOLDINGS, LTD, c/o Harvard Business Services, Inc.,
16192 Coastal Hwy, Lewes, Delaware 19958.
/s/ Douglas A. Wilkins
a
CENTER LEASE
i
Name of Center: FRANKLIN PARK MALL
ne
Location of Center: Toledo, Ohio
oe
Landlord: STAR-WEST FRANKLIN PARK MALL, LLC
Tenant: NRC ALLIANCE, LLC
d/bla: DAILY THREAD
18737328Vv4
nen eet
eee
INDEX TO LEASE
Page Ne Page No.
DATA SHEET. Section 16.01 Trade Name 25
ARTICLE L, GRANT AND TERM. Section 16.02 Promotional 28
Section 1,01 Conditions of Grant ARTICLE XVII. DAMAGE AND DESTRUCTION se 26
Section 1.02 Term, Section 17.01 Reconstruction of Damaged Premise: 26
Section 1.03 Late Opening, Section 17,02 Landlord’s Option to Terminate Lease 26
ARTICLE Il, RENTAL. ARTICLE XVII, EMINENT DOMAIN.
Section 2,01 Minimum Annual Rental, ‘Section 18.01 Total Condemnation ofPremises 26
Section 2.02 Percentage Rental ‘Section 18.02 Partial Condemnation 2
Seétion 18.03 Landlord and Tenant Damages. a
Section 2.03 Gross Sales.
Section 2.04 Tenant's Tax Obligation ARTICLE XIX. DEFAULT.
Section 19.01 Rights Upon 7
Section 2.05 Trash Removal Charge. ARTICLE XX, BANKRUPTCY OR INSOLVE! 29
Section 2.06 Additional Rent. Section 20,01 Tenant's Interest Not Transferable 29
Section 2.07 Late Charge... Section 20,02 Termination... 29
Section 2.08 Tenant’s Section 20.03 Tenant's Obligation to Avoid Creditors’ Proceedings 29
ARTICLE IIL RECORDS "AND BOOKS OF ACCOUNT. Section 20.04 Election to Assume Lease. 29
Section 3.0] Tenant's Records Section 20,05 Subsequent Bankrptey 30
Section 3.02 Reports By Tenant. Section 20.06 Assignment... 30
ARTICLEIV. AUDIT Section 20.07 Occupancy’ Charges... 30
Section 4.01 Right to Examine Books.
Section 20.08
Consent, 30
Section 4.02 Audit. Section 20.09
Attomeys” Fees. 30
ARTICLE V. CONSTRUCTION OF PREMISES. Section 20.10
Other Laws...
Section 5.01 Construction of Premises. ARTICLE XXL,
ACCESS BY LANDLORD... 30
Section 5.02 Certificate of Occupancy 10. Section 21.01 Right ofEntry. 30
Section 5.03 Condition of Premises
Section 5.04 Ultimate Rental Commencement 10 ARTICLE XXII TENANT'S PROPERTY 31
Section 5,05 Required Improvements... 10 Section 2 ,01 Taxes on Tenant's Property 31
ARTICLE VI. ALTERATIONS, CHANGES, AND Section 22.02 Loss.and Damage 31
10 Section 22,03 Noticeby Tenant 31
ADDITIONS. ARTICLE XXIII HOLDING OVER
Section 6.01 Alterations by Tenant. 10 3
Section 6,02 Removal by Tenant, 10 Section 23.01 Holding Over...
M Section 23.02. Successors...
Section 6.03 Changes and Additions. ARTICLE XXIV RULES AND REGULATIONS.
Section 6.04 Rights of Landlor Section 24,01 Rules and Regulations 32
ARTICLE VII, CONDUCT OF BUSINESS BY TENANT. 12 ARTICLE XXV QUIET ENJOYMEN 32
Section 7,01 Rermitted Use .. 12 Section 25.01 Landlord's Covenant
Section 7.02 Operation of Business 13 ARTICLE XXVI_ SECURITY DEPOSIT.
Section 7.03 Hazardous Materials Section 26,01 Deposit 32
Section 7.04 Radius 15 ern 2
15 ARTICLE XXVII_ MISCELLANEOU! 32
ARTICLE VIII. COMMON AREAS Section 27.01. Waiver; Election of Remedies.
‘Section 8.01. Operation And Maintenance Of Common Areas... 15 Section 27.02 Entire Agreement 32
33
Section 8.02 Use of Common Areas Section 27.03 Interpretation; Use of jouns; Authority.
Section 8.03 Common Area Operating ts and Expenses 33
rene Section 27.04 Delays; Force Majeure, 33
ARTICLE IX. SIGNS. Section 27.05 Notices, 33
Section 9.01, Tenant's Signs ..
SE 7 Section 27.06 Captions and Section Nambers 34
ARTICLE X.’ MAINTENANCE OFonsPREMI for Maintenance Section 27,07 Broker's Commission. 34
Section 10.01 Landlord's Obligati Section 27.08 Recording.. 34
Section 10.02 Tenant's O! tions for Maintenance. 18 Section 27.09 Fumishingof Fin 1 Statements
for
Section 10.03 Compliance with Laws 18 Section 27:10 Waiver of Countercl iaim or Defenses in Action 34
ARTICLE XI. INSURANCE AND IND! 18 34
Section 11.01 Tenant's Insurance 19 Section 27.11 Transfer of Landlord's Intere 34
Section 11.02 Landlord’s Insurance. 20 Section 27.12 Floor Area... 34
Section 11,03 Covenant to Hold Hannless. 20 Seeti 27.13 Interest on Past Due Obligations.. 35
Section 11.04 Waiv of Recover
of Righter 20 Section 27.14 Liability of Landlord
se 35
ARTICLE XIL UTILITIES. 20 Section 27.15 Accord and Satisfaction. Option. 35
Section 12.01 Utility Charges. 2 Section 27.16 Execution of Lease: No 35
Section 12.02 HVAC Charge 21 Section 27.17 Governing Law 's Rights . 35
Section 12.03 Electric Charge 2 Section 27.38 Specific Performance of Landlord 35
Section 12.01 Water Charge
ESTOPPEL STATEMENT, ‘Section 27.19 Survival of Tenant's Obligations... 35
ARTICLE XL 22 Section 27.20 Certain Rules of Construction . 38
‘ATTORNMENT AND SUBORDINATION 22 Section 27.21 Confidentiality 38
Section 13.01 Estoppel Statement. 22 Section 27.22 Attorney Fees. 36
Section 13,02 Attomment 2 Section 27.23 Waiver of Trial by Jury 36
Section'13,03 Subordination. 2 Section 27.24 Mortgage Chang 36
Section 13.04 Remedies 22 Section 27.25 Landlord’s Lien. 36
‘or Ground Lessor.
Section 13,05 Notice to Mortgagee, Benefici TTING Section 27,26 Joint and Several Liability
. 36
ARTICLE XIV. ASSIGNMENT AND SUBLE Section 27.27 OFAC Centification... 37
‘Section 14,01 Restrictions on Transfer... 23 Section 27.28 Electronic Signatures.
Section 14.02 Procedure for Ttransfer. 24
Section 14.03 Transfer Rent Adjustment, 24
Section 14.04 Required Docume nts and Fee: 24
Section 14,05 Transfer of Stock or Partnership Interest. EXHIBITS - SEE DATA SHEET
Section 14.06 Assignment and Sublease Rentals. 2S.
ARTICLE XV WASTE OR NUISANC! 25
Section 15.01 Waste or Nuisance... IMOTIONAL
ARTICLE XVI. TRADE NAME,
PROGRAM,
18737328v4
— seston —— —
— va
LEASE
FRANKLIN PARK MALL
City of Toledo
State of Ohio
THIS LEASE is made’ as of this 14th day of _November 2022, by and between STAR-WEST
FRANKLIN PARK MALL, LLC, a Delaware limited liability company (“Landlord”), and NRC ALLIANCE, LLC, whose address
is: 7650 Edinborough Way, 3rd Fl., Edina, MN 54435 (“Tenant”).
10 subject to
iW Landlord, in consideration of the rent to be’paid and the covenants to be performed by Tenant, does hereby,
number 1170 as more-
12 the provisions of f this Lease, demise and lease unto Tenant, and Tenant hereby tents from Landlord, store
13 particularly identified on Exhibit A. -2 attached hereto (the “Premises”) which is in and part of the development commonly known
shall
14 as “FRANKLIN PARK MALL”, is shown on Exhibit A-l attached hereto. The term “Development” as used herein
the Major Occupants, the locations of which are shown
15 include the real property shown as “Franklin Park Mall” on Exhibit A-1,
Wherever the term
16 on Exhibit A-1, any Floor Area not included in the definition of Center, the parking facilities and the Center.. shall be deemed to
17
*Center" is used, it shall be deemed to include the areas ofthe Franklin Park Mall shown on Exhibit A-1 and
premises having an exterior entrance, all
18 exclude the Major Occupants, free standing units, full -service sit-down restaurants, all
e event Landlord elects to enlarge the Center, any
19 basement space not used for retail purposes, an d the parking facilities.. In th The term “Major
Landlord in the definition of Center” for purposes of this Lease.
20 additional area may be included by in the Developm ent the gross. leasable:
sed to be operated
21 Occupant” * shall be deemed to include any tenant. operating or propo: “Floor Area” is defined in
22 Floor Area of whose premises is Twenty- Five Thousand (25,000) square feet or greater. The term
ents which comprise or will comprise the
23 Section 27.12. Exhibit A-1. shows, among other things, the principal improvem
24 Development, The Premises is described as follows:
25
26 Store No. 1170, being approximately 3,500 square feet.
27 DATA SHEET
28
sd as if
29 specified sections of this Lease and shall be construe:
30: The followi ing references furnish data to be incorporated in the
31 set forth in this Lease:
32
33 ay Section 1.02:. Term:
34 See Section 1.02 of the Lease
35 Rental Commencement Date:
36 day of the thirty-sixth (36%) full_calendar’ month following. the Rental
37 Expiration, Date of Term: Th ¢_last
38 Date
Commencement
39
40 (2) Section 2.01: Minimum Annual Rental*:
al Minimum Annual Monthly Minimum
Rental Annual Rental
Time Period
-fourth (24") full $2,500.00
Rental Commencement Date through the twenty Date
$30,000.00
calendar month following the Rental Commencement
Beginning on the first ( 1) day of the twenty-fifth (25") full-c
alendar
$30,900.00 $2,575.00
month following the Re ntal Commencement Date and continuing,
through the Expiration Date of Term
42 t Date in the form attached hereto as
*The parties shall ende: avorto execute the Memorandum of Rental Commericemen
43 Comm ence ment Date, which will memorialize the exact dates for the
44 Exhibit D within ninety (90) days after the Rental ted above ¢ and Annual Breakp oints listed below based on the
45 Minimum Annual Rental and Percentage Rental increases not
46 Rental Commencement Date.
47
48
49
50
18737328v4
a _ beeen
G) Section 2.02: Percentage Rental*:
Percentage Rental Rate: Twelve percent (12%) of Gross Sales in excess of the Annual Breakpoint(s) listed below:
Time Period Annual Breakpoint
Rental Commencement Date through the twenty-fourth (24") full ‘$250,000.00
calendar month following the Rental Commencement Date
Beginning on the first (1") day of the twenty-fifth (25") full calendar
month following the Rental Commencement Date and continuing $257,500.00
through the Expiration Date of Term
(4) ‘Section 2.04: Taxes: Included in Minimum Annual Rental.
Address for Rental Payments: Payee: STAR-WEST FRANKLIN PARK MALL, LLC
(3)
PO Box 888008
10 Los Angeles, CA 90030-8008
11
12 Overnight Delivery:
13 Lockbox Services
14 Box 888008 STAR-WEST FRANKLIN PARK MALL, LLC
1S 3440 Flair Dr
16 El Monte, CA 91731
17
18 If by wire or ACH transfer:
19 ‘Bank Name: Wells Fargo Bank, N.A.
20 Bank City & State: San Francisco, CA
ABA/Routing Numb: com
2
22 Account Number:
23 ($0.00) permitted in each lease year.
24 (6) Section 6.01: Alterations by Tenant: An aggregate of ‘None
25 accessories as
7) Section 7.01: Permitt ed Use: For the display and ret ail sale'of women’s apparel, footwear and related
The Premises shall be used solely for
are typically sold in Tenant's other stores operating. un der
26 the same Trade Name.
27
28 the use stated above and for no other use or purpose
29 in Minimum Annual Rental.
Section 8.03: Common Area Operating Costs al ind Expenses: Included
30 (8)
31 per squ are
HVAC Charge: One and No/100 Dollars ($1.00)include foot of Floor Area in the Premises per
32 (9) Section 12.02:
‘Such HVAC Charge s both the Premi ises HVAC Charge and Mall
33 annum as increased pursuant to the Lease. individ ually, provide d, however, such aggregate amount
34 HVAC Charge which may, at th .¢ election of Landlord, be billed
will not exceed the HVA C Charge as otherw ise set forth herein.
35
36 Floor Area in the Premises per
Section 12.03: Electric Charge: One and No/10( 10 Dollars ($1.00) per square foot of
37 (10)
38 annum as increased pursuant to the Lease.
39 square foot of Floor Area in thi ie Premises per annum as
40 (iy Section 12.04; Water Charge: Thirty-One Cents ($0.31) per
4l increased pursuant to the Lease.
42. DAILY THREAD
43 (i) Section 16.01: Trade Name:
44
Section 16.02: Promotional Program: Included in Minimum Annual Rental
45 (12)
None
46 Initial Assessment,
47 None
48 (13) Section 26.01: Security Deposit:
49
18737328v4
ne an 2
eae
1 (14) Section 27.05: Legal Notice Address:
Landlord: Tenant: To the Premises and:
STAR-WEST FRANKLIN PARK MALL, LLC NRC Alliance
c/o Pacific Retail Coast Properties 7650 Edinborough Way, 3" Fl.
100 N. Pacific Coast Highway, Suite 1925 Edina, MN 54435
El Segundo, California 90245 ‘Attn: Carmen Wamre
carmen,wamre@nrc-alliance.com
with a copy to:
STAR-WEST FRANKLIN PARK MALL, LLC. ‘with copy to:
c/o Franklin Park Mall
5001 Monroe Street NYC Alliance
Toledo, Ohio 43623 1411 Broadway, 15'* Fl.
Attn: General Manager New York, NY 10018
Att'n General Counsel
Jonathan. faust@nycalliance.com
Billing Address:
NRC Alliance
7650 Edinborough Way, 3 Fl.
Edina, MN 54435
Attn: Carmen Wamre
carmen.wamre@nre-alliance.com
with copy to:
Michelle Zhang
NYC Alliance
1411 Broadway, 15! Fl.
New York, NY 10018.
michelfe.zhang@nycalliance.com
ons of the Guaranty attached hereto.
GEMCHAMPS HOLDING S$, LTD, in accordance with the provisi
a4) Guarantor:
EXHIBITS
s and documents prepared pursuant
are attached hereto, and such exhibits, as well as all drawing
The following exhibit ‘ts
10 thereto, shall be deemed to be a part hereof:
VW SITE PLAN
12 EXHIBIT A-1 PRE
Preview
LUCAS COUNTY COMMON PLEAS COURT CASE DESIGNATION G-4801-Cl-0202401905-000 TO: Bernie Quilter, Clerk of Courts CASE NO._ JUDGE The following type of case is being filed: A seioo gned fo Jedge Gary Cook ‘essional Malpractice Legal Malpractice (L) Medical Malpractice (M) CL] oduct Liability (B) Other Tort (C) By submitting the complaint, with the signature of the Attorney, the Attorney Workers' Compensation affirms that the name of person with State Funded (D) settlement authority and his/her direct Self Insured (K) phone number will be provided upon request to a party or counsel in this matter Administrative Appeal (F) Commercial Docket cl()Appropriation ther Civil Consumer Fraud LIF orfeiture (P) [__] Court Ordered Other Civil (H) C_lcertificate of Title [|Copyright Infringement (W) ‘ This case was previously dismissed pursuant to CIVIL RULE 41 and is to be assigned to Judge , the original Judge at the time of dismissal. The previously filed case number was CL This case is a civil forfeiture case related to a criminal case currently pending on the docket of Judge . The pending case number is This case is a Declaratory Judgment case with a personal injury or related case currently pending. The pending case number is , assigned to Judge This case is to be reviewed for consolidation in accordance with Local Rule 5.02 as a companion or related case. This designation sheet will be sent by the Clerk of Courts to the newly assigned Judge for review with the Judge who has the companion or related case with the lowest case number. The Judge who would receive the consolidated case may accept or deny consolidation of the case. Both Judges will sign this designation sheet to indicate the action taken. If the Judge with the lowest case number agrees to accept, the reassignment of the case by the Administration Judge shall be processed. If there is a disagreement between the Judges regarding consolidation, the matter may be referred to the Administrative Judge. Related/companion case number Assigned Judge. Approve/Deny Date Approve/Deny Date Attorney Douglas A. Wilkins Address P.O. Box 4967 Toledo, Oh 43610 Telephone (419) 246-3777 EFILED LUCAS COUNTY 3/27/2024 11:01 AM COMMON.PLEAS COURT BERNIE QUILTER, CLERK EFILEID: 104451 IN THE LUCAS COUNTY COURT OF COMMON PLEAS — . G-4801-CT-0202401905-000 Judge STAR-WEST FRANKLIN PARK MALL LLC Case NO : 5001 Monroe Street ~ ” GARY G. COOK Toledo, Ohio 43623, JUDGE. ~ a ae Plaintiff, COMPLAINT; PRAECIPE Vv. Douglas A. Wilkins (0020801) P.O. Box 4967 NRC ALLIANCE, LLC d/b/a DAILY THREAD Toledo, OH 43610 2501 Chatham Road, Suite R Phone: (419) 246-3777 Springfield, Illinois 62704 Fax: (419) 531-9415 E-mail: dwilkins@mac.com and Counsel for Plaintiff GEMCHAMPS HOLDINGS, LTD c/o Harvard Business Services, Inc. 16192 Coastal Hwy Lewes, Delaware 19958, Defendants, NOW COMES Plaintiff STAR- WEST FRANKLIN PARK MALL LLC (“Landlord”), by and through counsel, and for its Complaint against Defendants NRC ALLIANCE, LLC d/b/a DAILY THREAD (“Tenant”) and GEMCHAMPS HOLDINGS, LTD (“Guarantor”) avers as follows: PARTIES 1 Landlord is the owner of the shopping center commonly known as Franklin Park Mall with a principal place of business at 5001 Monroe Street, Toledo, Ohio 43623 (the “Shopping Center”). ee —~ 2 Tenant is a Delaware limited liability company with, at all relevant times, a principal place of business at Store No..1170 (the “Premises”) in the Shopping Center. 4 3 The Premises has a mailing address of Franklin Park Mall, 5001 Monroe Street, Store No..1170, Toledo, Ohio 43623. 4 Guarantor is a New York corporation with a Registered Agent address of Harvard Business Services, Inc., 16192 Coastal Hwy, Lewes, Delaware 19958. 5 The Court has jurisdiction over Tenant because Tenant transacted business in Ohio, and this matter arises from that transaction of business, and it made or performed a contract or promise substantially connected to Ohio, and this matter arises from that contract or promise. 6 The Court has jurisdiction over Guararitor because Guarantor made a contract or promise substantially connected with the State of Ohio and this cause of action arises from that contract or promise. 7 Venue is proper in this Court because Lucas County is the county in which the transaction or some part thereof occurred out of which the cause of action arose. BACKGROUND The Lease 8 Landlord, as lessor, and Tenant, as lessee, are parties to a certain non-residential lease dated November 14, 2022 (together with any amendments or addenda thereto, the “Lease”) for the Premises. A true and correct copy of the Lease is attached hereto as Exhibit A. 9. The Rental Commencement Date (as defined in the Lease) was March 4, 2023. 10. Pursuant to Section 1.03 of the Lease, in the event Tenant shall fail to open its store al Rent for business by the Rental Commencement Date, Tenant shall pay to Landlord as Addition ($100.00) per day for (as defined in the Lease), upon demand, the sum of One Hundred Dollars eaten each day Tenant delays its initial opening in accordance with Section 1.02 of the Lease, after and including the Rental Commencement Date, 11. Pursuant to Section 19.01 of the Lease, the following, among other things, shall constitute a Default and breach under the Lease: (i) any failure of Tenant to pay any Minimum Annual Rental, Percentage Rental or Additional Rent or any other charges when.due unless cured within five (5) days after written notice from Landlord, (ii) any failure of Tenant to move into the Premises and to initially open for business on or before the Rental Commencement Date, or (iii) Tenant’s abandonment of the Premises. 12. Pursuant to Section 19.61(A) of the Lease, upon a Default, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the option to immediately terminate the Lease and Tenant’s right to possession of the Premises by giving Tenant written notice that the Lease is terminated. If Landlord elects to terminate the Lease, Landlord shall have the right to recover from Tenant an amount equal to: (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; plus (2) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus’ (3) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under the Lease or which in the ordinary course of things would be likely to result therefrom; plus (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law. ae 13. Further, pursuant to Section 27.22 of the Lease, in the event of any action or proceeding brought by Landlord against Tenant arising out of the Lease, Tenant will be liable to Landlord for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred by Landlord in such action, should Landlord be the prevailing party. The Guaranty 14. On or about November 8, 2022, Guarantor executed a Guaranty (the “Guaranty”) to and for the benefit of Landlord. A true and correct copy of the Guaranty is attached to, and incorporated within, the Lease. 15. Pursuant to the Guaranty, Guarantor guaranteed the full, faithful, and timely payment and performance by Tenant of all the payments, covenants, and other obligations of Tenant under or pursuant to the Lease, including the payment by Tenant of the rent, sums, costs, and other charges to become due. Default Notice, Notice of Termination and Demand for Payment 16. Tenant failed to open for business in the Premises by the Rental Commencement Date and failed to operate continuously as required under the Lease. 17. On or around May 4, 2023, Landlord caused a Notice of Default (“Default Notice”) had occurred under to issue to Tenant and Guarantor, advising Tenant and Guarantor that a default continuously. A true and the Lease as a tesult of Tenant’s failure to open for business and operate correct copy of the Default Notice is attached hereto.as Exhibit B. in 18. Tenant and Guarantor failed to cure the default within the cure period set forth the Default Notice and the Lease. s on or 19. Tenait failed to-move into the Premises and to initially open for busines before the Rental Commencement Date. _- 20. Tenant has vacated and abandoned the Premises. 21. As aresult, a Default has occurred under the Lease. 22. On or about March 21, 2024, Landlord caused a Notice of Termination and Demand for Payment to issue to Tenant and Guarantor, and thereby terminated the Lease, and demanded Additional Rent in the amount of One Hundted and ‘00/100 Dollars ($100.00) per day from the Rental Commencement Date through the effective date of Landlord’s termination of the Lease, plus all other amounts of rent due and owing. A true and correct copy of the Notice of Termination and Demand for Payment is attached hereto as Exhibit C: COUNT I — Breach of Lease against Tenant 23. Landlord re-alleges and incorporates paragraphs | through 22 of this Complaint, as though fully set forth herein. 24. The Lease is a valid and enforceable contract between Landlord and Tenant entered into for good and valuable consideration. 25. Landlord has complied with or been excused from all of its obligations under and conditions precedent to enforcing the Lease. charges 26. Tenant is in breach of the Lease as a result of its failure to pay rent and other for business. due under the Lease and failure to move into the Premises and to initially open s in an. 27. As a result of Tenant’s’ breach of the Léase, Landlord has incurred damage which had been earned at amount equal to: (1) the worth at the time of award of the unpaid rental amount by which the unpaid the time of termination; plus (2) the worth at the time of award of the the Lease. until the time of rent and charges which would have been earned after termination of could have been reasonably award exceeds the amoiint of such rental loss that Tenant proves which the unpaid rent and charges avoided; plus (3) the worth at the time of award of the amount by for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Teriant’s failure to perform Tenant’s obligations under the Lease or which in the ordinary course of things would. be likely to result therefrom; plus (5) all-such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; plus (6) all reasonable expenses of attorneys’ fees, costs, and disbursements incurred by Landlord. WHEREFORE, plaintiff STAR-WEST FRANKLIN PARK MALL LLC prays for a judgment in its favor and against defendant NRC ALLIANCE, LLC d/b/a DAILY THREAD for all. amounts due under the. Lease, plus all reasonable expenses of attorneys’ fees and all costs and disbursements incurred by Landlord, and for such other and further relief as this Court deems just. COUNT II — Breach of Guaranty against Guaranto 28. Landlord re-alleges and incorporates paragraphs 1 through 27 of this Complaint for Breach of Lease and Guaranty, as though fully set forth herein. 29. The Guaranty is.a valid and enforceable contract entered into for good and valuable consideration. 30. Landlord has complied with or been excused from all of its obligations under and conditions precedent to enforcing the Guaranty. 31. Guarantor is in breach of the Guaranty. 32. As a result of Guarantor’s breach of the Guaranty, Landlord has incurred damages in an amount equal to: (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; plus (2) the'worth at the time of award of the amount by which the unpaid rent and charges which would have been earned after termination of the Lease until the ee a time of award exceeds the amount of stich rental loss that Guarantor proves could have been reasonably avoided; plus (3) the worth at the time of award of the amount by which the unpaid rent and charges for the balance of the Term after the time of award exceeds the amount of such rental loss that Guarantor proves could be reasonably avoided; plus (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Guarantor’s failure to perform Tenant’s obligations under the Lease or which in the ordinary course of things would be likely to result therefrom; plus (5) all reasonable expenses of attorneys’ fees, costs, and disbursements incurred by Landlord; plus’ (6) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law. WHEREFORE, plaintiff STAR-WEST FRANKLIN PARK MALL LLC prays for a judgment in its favor and against defendant GEMCHAMPS HOLDINGS, LTD for all amounts due under the Guaranty, plus all reasonable expenses of attorneys’ fees and all costs and disbursements incurred by Landlord, and for such other and further relief as this Court deems just. Respectfully Submitted, /s/ Douglas ‘A. Wilkins vee PRAECIPE To the clerk of courts: Please serve Defendants with a copy of the complaint and summons as follows: 1, Ordinary mail at: NRC ALLIANCE, LLC d/b/a DAILY THREAD, 2501 Chatham Road, Suite R, Springfield, Illinois 62704. 2. Ordinary mail at! GEMCHAMPS HOLDINGS, LTD, c/o Harvard Business Services, Inc., 16192 Coastal Hwy, Lewes, Delaware 19958. /s/ Douglas A. Wilkins a CENTER LEASE i Name of Center: FRANKLIN PARK MALL ne Location of Center: Toledo, Ohio oe Landlord: STAR-WEST FRANKLIN PARK MALL, LLC Tenant: NRC ALLIANCE, LLC d/bla: DAILY THREAD 18737328Vv4 nen eet eee INDEX TO LEASE Page Ne Page No. DATA SHEET. Section 16.01 Trade Name 25 ARTICLE L, GRANT AND TERM. Section 16.02 Promotional 28 Section 1,01 Conditions of Grant ARTICLE XVII. DAMAGE AND DESTRUCTION se 26 Section 1.02 Term, Section 17.01 Reconstruction of Damaged Premise: 26 Section 1.03 Late Opening, Section 17,02 Landlord’s Option to Terminate Lease 26 ARTICLE Il, RENTAL. ARTICLE XVII, EMINENT DOMAIN. Section 2,01 Minimum Annual Rental, ‘Section 18.01 Total Condemnation ofPremises 26 Section 2.02 Percentage Rental ‘Section 18.02 Partial Condemnation 2 Seétion 18.03 Landlord and Tenant Damages. a Section 2.03 Gross Sales. Section 2.04 Tenant's Tax Obligation ARTICLE XIX. DEFAULT. Section 19.01 Rights Upon 7 Section 2.05 Trash Removal Charge. ARTICLE XX, BANKRUPTCY OR INSOLVE! 29 Section 2.06 Additional Rent. Section 20,01 Tenant's Interest Not Transferable 29 Section 2.07 Late Charge... Section 20,02 Termination... 29 Section 2.08 Tenant’s Section 20.03 Tenant's Obligation to Avoid Creditors’ Proceedings 29 ARTICLE IIL RECORDS "AND BOOKS OF ACCOUNT. Section 20.04 Election to Assume Lease. 29 Section 3.0] Tenant's Records Section 20,05 Subsequent Bankrptey 30 Section 3.02 Reports By Tenant. Section 20.06 Assignment... 30 ARTICLEIV. AUDIT Section 20.07 Occupancy’ Charges... 30 Section 4.01 Right to Examine Books. Section 20.08 Consent, 30 Section 4.02 Audit. Section 20.09 Attomeys” Fees. 30 ARTICLE V. CONSTRUCTION OF PREMISES. Section 20.10 Other Laws... Section 5.01 Construction of Premises. ARTICLE XXL, ACCESS BY LANDLORD... 30 Section 5.02 Certificate of Occupancy 10. Section 21.01 Right ofEntry. 30 Section 5.03 Condition of Premises Section 5.04 Ultimate Rental Commencement 10 ARTICLE XXII TENANT'S PROPERTY 31 Section 5,05 Required Improvements... 10 Section 2 ,01 Taxes on Tenant's Property 31 ARTICLE VI. ALTERATIONS, CHANGES, AND Section 22.02 Loss.and Damage 31 10 Section 22,03 Noticeby Tenant 31 ADDITIONS. ARTICLE XXIII HOLDING OVER Section 6.01 Alterations by Tenant. 10 3 Section 6,02 Removal by Tenant, 10 Section 23.01 Holding Over... M Section 23.02. Successors... Section 6.03 Changes and Additions. ARTICLE XXIV RULES AND REGULATIONS. Section 6.04 Rights of Landlor Section 24,01 Rules and Regulations 32 ARTICLE VII, CONDUCT OF BUSINESS BY TENANT. 12 ARTICLE XXV QUIET ENJOYMEN 32 Section 7,01 Rermitted Use .. 12 Section 25.01 Landlord's Covenant Section 7.02 Operation of Business 13 ARTICLE XXVI_ SECURITY DEPOSIT. Section 7.03 Hazardous Materials Section 26,01 Deposit 32 Section 7.04 Radius 15 ern 2 15 ARTICLE XXVII_ MISCELLANEOU! 32 ARTICLE VIII. COMMON AREAS Section 27.01. Waiver; Election of Remedies. ‘Section 8.01. Operation And Maintenance Of Common Areas... 15 Section 27.02 Entire Agreement 32 33 Section 8.02 Use of Common Areas Section 27.03 Interpretation; Use of jouns; Authority. Section 8.03 Common Area Operating ts and Expenses 33 rene Section 27.04 Delays; Force Majeure, 33 ARTICLE IX. SIGNS. Section 27.05 Notices, 33 Section 9.01, Tenant's Signs .. SE 7 Section 27.06 Captions and Section Nambers 34 ARTICLE X.’ MAINTENANCE OFonsPREMI for Maintenance Section 27,07 Broker's Commission. 34 Section 10.01 Landlord's Obligati Section 27.08 Recording.. 34 Section 10.02 Tenant's O! tions for Maintenance. 18 Section 27.09 Fumishingof Fin 1 Statements for Section 10.03 Compliance with Laws 18 Section 27:10 Waiver of Countercl iaim or Defenses in Action 34 ARTICLE XI. INSURANCE AND IND! 18 34 Section 11.01 Tenant's Insurance 19 Section 27.11 Transfer of Landlord's Intere 34 Section 11.02 Landlord’s Insurance. 20 Section 27.12 Floor Area... 34 Section 11,03 Covenant to Hold Hannless. 20 Seeti 27.13 Interest on Past Due Obligations.. 35 Section 11.04 Waiv of Recover of Righter 20 Section 27.14 Liability of Landlord se 35 ARTICLE XIL UTILITIES. 20 Section 27.15 Accord and Satisfaction. Option. 35 Section 12.01 Utility Charges. 2 Section 27.16 Execution of Lease: No 35 Section 12.02 HVAC Charge 21 Section 27.17 Governing Law 's Rights . 35 Section 12.03 Electric Charge 2 Section 27.38 Specific Performance of Landlord 35 Section 12.01 Water Charge ESTOPPEL STATEMENT, ‘Section 27.19 Survival of Tenant's Obligations... 35 ARTICLE XL 22 Section 27.20 Certain Rules of Construction . 38 ‘ATTORNMENT AND SUBORDINATION 22 Section 27.21 Confidentiality 38 Section 13.01 Estoppel Statement. 22 Section 27.22 Attorney Fees. 36 Section 13,02 Attomment 2 Section 27.23 Waiver of Trial by Jury 36 Section'13,03 Subordination. 2 Section 27.24 Mortgage Chang 36 Section 13.04 Remedies 22 Section 27.25 Landlord’s Lien. 36 ‘or Ground Lessor. Section 13,05 Notice to Mortgagee, Benefici TTING Section 27,26 Joint and Several Liability . 36 ARTICLE XIV. ASSIGNMENT AND SUBLE Section 27.27 OFAC Centification... 37 ‘Section 14,01 Restrictions on Transfer... 23 Section 27.28 Electronic Signatures. Section 14.02 Procedure for Ttransfer. 24 Section 14.03 Transfer Rent Adjustment, 24 Section 14.04 Required Docume nts and Fee: 24 Section 14,05 Transfer of Stock or Partnership Interest. EXHIBITS - SEE DATA SHEET Section 14.06 Assignment and Sublease Rentals. 2S. ARTICLE XV WASTE OR NUISANC! 25 Section 15.01 Waste or Nuisance... IMOTIONAL ARTICLE XVI. TRADE NAME, PROGRAM, 18737328v4 — seston —— — — va LEASE FRANKLIN PARK MALL City of Toledo State of Ohio THIS LEASE is made’ as of this 14th day of _November 2022, by and between STAR-WEST FRANKLIN PARK MALL, LLC, a Delaware limited liability company (“Landlord”), and NRC ALLIANCE, LLC, whose address is: 7650 Edinborough Way, 3rd Fl., Edina, MN 54435 (“Tenant”). 10 subject to iW Landlord, in consideration of the rent to be’paid and the covenants to be performed by Tenant, does hereby, number 1170 as more- 12 the provisions of f this Lease, demise and lease unto Tenant, and Tenant hereby tents from Landlord, store 13 particularly identified on Exhibit A. -2 attached hereto (the “Premises”) which is in and part of the development commonly known shall 14 as “FRANKLIN PARK MALL”, is shown on Exhibit A-l attached hereto. The term “Development” as used herein the Major Occupants, the locations of which are shown 15 include the real property shown as “Franklin Park Mall” on Exhibit A-1, Wherever the term 16 on Exhibit A-1, any Floor Area not included in the definition of Center, the parking facilities and the Center.. shall be deemed to 17 *Center" is used, it shall be deemed to include the areas ofthe Franklin Park Mall shown on Exhibit A-1 and premises having an exterior entrance, all 18 exclude the Major Occupants, free standing units, full -service sit-down restaurants, all e event Landlord elects to enlarge the Center, any 19 basement space not used for retail purposes, an d the parking facilities.. In th The term “Major Landlord in the definition of Center” for purposes of this Lease. 20 additional area may be included by in the Developm ent the gross. leasable: sed to be operated 21 Occupant” * shall be deemed to include any tenant. operating or propo: “Floor Area” is defined in 22 Floor Area of whose premises is Twenty- Five Thousand (25,000) square feet or greater. The term ents which comprise or will comprise the 23 Section 27.12. Exhibit A-1. shows, among other things, the principal improvem 24 Development, The Premises is described as follows: 25 26 Store No. 1170, being approximately 3,500 square feet. 27 DATA SHEET 28 sd as if 29 specified sections of this Lease and shall be construe: 30: The followi ing references furnish data to be incorporated in the 31 set forth in this Lease: 32 33 ay Section 1.02:. Term: 34 See Section 1.02 of the Lease 35 Rental Commencement Date: 36 day of the thirty-sixth (36%) full_calendar’ month following. the Rental 37 Expiration, Date of Term: Th ¢_last 38 Date Commencement 39 40 (2) Section 2.01: Minimum Annual Rental*: al Minimum Annual Monthly Minimum Rental Annual Rental Time Period -fourth (24") full $2,500.00 Rental Commencement Date through the twenty Date $30,000.00 calendar month following the Rental Commencement Beginning on the first ( 1) day of the twenty-fifth (25") full-c alendar $30,900.00 $2,575.00 month following the Re ntal Commencement Date and continuing, through the Expiration Date of Term 42 t Date in the form attached hereto as *The parties shall ende: avorto execute the Memorandum of Rental Commericemen 43 Comm ence ment Date, which will memorialize the exact dates for the 44 Exhibit D within ninety (90) days after the Rental ted above ¢ and Annual Breakp oints listed below based on the 45 Minimum Annual Rental and Percentage Rental increases not 46 Rental Commencement Date. 47 48 49 50 18737328v4 a _ beeen G) Section 2.02: Percentage Rental*: Percentage Rental Rate: Twelve percent (12%) of Gross Sales in excess of the Annual Breakpoint(s) listed below: Time Period Annual Breakpoint Rental Commencement Date through the twenty-fourth (24") full ‘$250,000.00 calendar month following the Rental Commencement Date Beginning on the first (1") day of the twenty-fifth (25") full calendar month following the Rental Commencement Date and continuing $257,500.00 through the Expiration Date of Term (4) ‘Section 2.04: Taxes: Included in Minimum Annual Rental. Address for Rental Payments: Payee: STAR-WEST FRANKLIN PARK MALL, LLC (3) PO Box 888008 10 Los Angeles, CA 90030-8008 11 12 Overnight Delivery: 13 Lockbox Services 14 Box 888008 STAR-WEST FRANKLIN PARK MALL, LLC 1S 3440 Flair Dr 16 El Monte, CA 91731 17 18 If by wire or ACH transfer: 19 ‘Bank Name: Wells Fargo Bank, N.A. 20 Bank City & State: San Francisco, CA ABA/Routing Numb: com 2 22 Account Number: 23 ($0.00) permitted in each lease year. 24 (6) Section 6.01: Alterations by Tenant: An aggregate of ‘None 25 accessories as 7) Section 7.01: Permitt ed Use: For the display and ret ail sale'of women’s apparel, footwear and related The Premises shall be used solely for are typically sold in Tenant's other stores operating. un der 26 the same Trade Name. 27 28 the use stated above and for no other use or purpose 29 in Minimum Annual Rental. Section 8.03: Common Area Operating Costs al ind Expenses: Included 30 (8) 31 per squ are HVAC Charge: One and No/100 Dollars ($1.00)include foot of Floor Area in the Premises per 32 (9) Section 12.02: ‘Such HVAC Charge s both the Premi ises HVAC Charge and Mall 33 annum as increased pursuant to the Lease. individ ually, provide d, however, such aggregate amount 34 HVAC Charge which may, at th .¢ election of Landlord, be billed will not exceed the HVA C Charge as otherw ise set forth herein. 35 36 Floor Area in the Premises per Section 12.03: Electric Charge: One and No/10( 10 Dollars ($1.00) per square foot of 37 (10) 38 annum as increased pursuant to the Lease. 39 square foot of Floor Area in thi ie Premises per annum as 40 (iy Section 12.04; Water Charge: Thirty-One Cents ($0.31) per 4l increased pursuant to the Lease. 42. DAILY THREAD 43 (i) Section 16.01: Trade Name: 44 Section 16.02: Promotional Program: Included in Minimum Annual Rental 45 (12) None 46 Initial Assessment, 47 None 48 (13) Section 26.01: Security Deposit: 49 18737328v4 ne an 2 eae 1 (14) Section 27.05: Legal Notice Address: Landlord: Tenant: To the Premises and: STAR-WEST FRANKLIN PARK MALL, LLC NRC Alliance c/o Pacific Retail Coast Properties 7650 Edinborough Way, 3" Fl. 100 N. Pacific Coast Highway, Suite 1925 Edina, MN 54435 El Segundo, California 90245 ‘Attn: Carmen Wamre carmen,wamre@nrc-alliance.com with a copy to: STAR-WEST FRANKLIN PARK MALL, LLC. ‘with copy to: c/o Franklin Park Mall 5001 Monroe Street NYC Alliance Toledo, Ohio 43623 1411 Broadway, 15'* Fl. Attn: General Manager New York, NY 10018 Att'n General Counsel Jonathan. faust@nycalliance.com Billing Address: NRC Alliance 7650 Edinborough Way, 3 Fl. Edina, MN 54435 Attn: Carmen Wamre carmen.wamre@nre-alliance.com with copy to: Michelle Zhang NYC Alliance 1411 Broadway, 15! Fl. New York, NY 10018. michelfe.zhang@nycalliance.com ons of the Guaranty attached hereto. GEMCHAMPS HOLDING S$, LTD, in accordance with the provisi a4) Guarantor: EXHIBITS s and documents prepared pursuant are attached hereto, and such exhibits, as well as all drawing The following exhibit ‘ts 10 thereto, shall be deemed to be a part hereof: VW SITE PLAN 12 EXHIBIT A-1 PRE