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Shopping Center Lease 020161-01930G City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 1 v-20(b) -SHOPPING CENTER LEASE LS THIS SHOPPING CENTER LEASE(this"Lease"), is being entered into this day of 11 hfiLe , 2016("Effective Date")between the landlord listed below ("Landlord" or "Lessor"), and tenant listed below, ("Tenant" or "Lessee"), by which Landlord does this day lease unto Tenant, and Tenant does hereby lease from Landlord, the space within the shopping center defined below (the "Shopping Center"), as shown on the attached Exhibit A site plan(the"Premises"),for the term described below. PART I PREAMBLE The following sets forth basic data hereinafter referred to in this Lease, and where appropriate, constitute definitions of the terms hereinafter listed: A. TENANT: CITY OF MIAMI BEACH, a Florida municipal corporation (the "City"), in its proprietary capacity and not in its regulatory capacity B. TENANT'S TRADE NAME: City of Miami Beach and/or the name of any City department name C. LANDLORD: RK 946-966 NORMANDY, LLC,a Florida limited liability company D. PRESENT NOTICE AND RENT PAYMENT c/o RK Centers MAILING ADDRESS OF LANDLORD: 17100 Collins Avenue Suite 225 Sunny Isles Beach,Florida 33160 All payments due hereunder,including,but not limited to, Rent and Operating Expenses, should be made payable to the landlord entity identified in Section D above. E. SHOPPING CENTER NAME AND Miami Beach Store Blocks ADDRESS: 946-966 Normandy Drive,Miami Beach,Miami-Dade County, FL F. PREMISES ADDRESS AND SPACE Premises: Notice Mailing Addresses of Tenant: DESIGNATION; PRESENT NOTICE 962-964 Normandy Drive City of Miami Beach Building Department MAILING ADDRESS OF TENANT; Miami Beach,FL 33141 City of Miami Beach SQUARE FOOTAGE: 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: City Manager City of Miami Beach ' 1700 Convention Center Drive Miami Beach, Florida 33139 Square Footage: approximately 1,655 square feet G. TERM: Commencing on the Effective Date of this Lease ("Commencement Date") and expiring on December 31,2020("Expiration Date"). H. OPTIONS TO RENEW: Tenant shall have two (2) three (3) year Options to Renew the Lease in accordance with the terms contained herein(the"Options"). I. RENT COMMENCEMENT DATE: Ninety(90)days following the Commencement Date of the Lease. J. ANNUAL BASE RENT: $48,000.00 annually K. MONTHLY BASE RENT $4,000.00 monthly L. TENANT'S OPERATING EXPENSE 18.99%("Tenant's Share of Operating Expenses");During the entire Lease Term including any PERCENTAGE: renewals and/or extensions thereof, Tenant shall pay Tenant's Share of Operating Expenses for Real Estate Taxes and Insurance(as defined in Section 23 of the Lease)for the Shopping Center. , During the 2016 calendar year,in addition to paying the applicable Monthly Base Rent due and Tenant's Share of Operating Expenses for Real Estate Taxes and Insurance, Tenant shall remit payment of$80.00 per month("CAM Payment")for CAM expenses(as defined in Section 23 of the Lease). Commencing January 1, 2017, and on each subsequent January 1 of the original Lease Term and all Option periods, Tenant's CAM Payment will be increased annually by five percent(5%)over the immediately preceding year's CAM Payment. M. FLORIDA SALES TAX The City is a Florida municipal corporation and, as such, is exempt from payment of Florida sales tax. N. USE: ' A first-class,high-quality administrative office and for no other purposes whatsoever. O. SECURITY DEPOSIT: None P. RENT INCREASES: Commencing January 1,2017,and on each subsequent January 1 of the original Lease Term and all Option periods, the Annual Base Rent will be increased annually by three percent(3%)over the previous year's Annual Base Rent. Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL-Page 2 v-20(b) Q. TENANT OPENING DATE: ON OR BEFORE JUNE 1,2016 - AS REQUIRED BY"SECTION 13 OF THIS LEASE, TENANT MUST BE OPEN FOR BUSINESS IN THE PREMISES NO LATER THAN THIS DATE. R. BROKER: Tito Eusepi,of Weichert Realtors,and Jorge Ventura of RK Centers [REMAINDER OF LEASE COMMENCES ON FOLLOWING PAGE] LEASE ADMINISTRATION NOTE THE RKC FORM LEASE HAS BEEN MODIFIED AS MORE PARTICULARLY SHOWN HEREIN • • Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 3 v-20(b) PART II equity. Tenant shall operate under the Trade Name described in the Terms and Conditions Preamble hereof. A violation of this clause by another tenant located at the Shopping Center shall not permit Tenant to have the same violation or Tenant shall lease the Premises at and for the agreed Monthly Base Rent otherwise operate as a waiver of Landlord's rights in this Lease. No payable in advance on the first day of each and every month, starting on auction,fire,bankruptcy,"lost our lease"or going out of business sales(or the Rent Commencement Date. Additionally, Tenant shall pay any the like)may be conducted within the Premises. Tenant shall display, sell additional rent("Additional Rent") as hereinafter set forth in this Lease; and advertise only first quality merchandise (if applicable) and not any or other charges paid by Tenant. At all times after the date hereof and seconds or damaged goods, and shall never conduct any so-called outlet, prior to the Commencement Date,Tenant shall be governed by and subject warehouse or like discount operations in or from the Premises. to all provisions, covenants and conditions of this Lease other than those requiring the payment of Annual Base Rent and other charges, except SECTION 2. ASSIGNMENT-SUBLEASING: Tenant shall not utility charges, which shall be paid by Tenant. Monthly Base Rent and mortgage, pledge, encumber, assign this Lease, nor sublet (which term, Additional Rent are sometimes referred to herein collectively as"Rent". without limitation, shall include the granting of concessions, licenses,and the like)the Premises,or any part thereof,without Landlord's prior written It is the intention of Tenant and Landlord that the obligations of Tenant consent, which may be withheld in Landlord's sole and absolute shall be separate and independent covenants and agreements, and that discretion. In the event Landlord provides its written consent for an Rent and all other sums payable by Tenant shall continue to be payable in assignment or sublease, Landlord shall receive a personal guarantee from all events, unless otherwise expressly provided herein, and that the the principals of the assignee or sub-lessee that is the same or comparable obligations of Tenant shall continue unaffected, unless the requirement to to the personal guarantee securing the obligations of the assignor or sub- pay or perform the same shall have been terminated pursuant to the lessor, in Landlord's sole and absolute discretion, and Landlord shall express provisions of this Lease. Rent and all other sums payable by receive one hundred percent(100%)excess rent which is derived from the Tenant shall be paid without notice or demand, and without setoff, proposed transaction(including any fee,payment,etc.that Tenant receives counterclaim, recoupment, abatement, suspension, deferment, diminution, in connection with any assignment and/or sublet). In any case whereby deduction, reduction or defense, except as specifically set forth in this Landlord shall consent to such proposed assignment or subletting, Tenant Lease. Except as otherwise expressly provided in this Lease, Tenant named hereunder shall remain fully liable for the obligations of Tenant agrees that it shall not take any action to terminate, rescind or avoid this hereunder, including, without limitation, the obligation to pay the Rent Lease. Tenant waives all rights which are not expressly stated herein to and other amounts provided herein. No assignment or subletting shall be quit, terminate or surrender this Lease or any of the Premises, to any valid or effective unless and until the assignee or subtenant, respectively, setoff, counterclaim, recoupment, abatement, suspension, deferment, shall covenant in writing with Landlord, to the reasonable satisfaction of diminution, deduction, reduction to Rent or any other sums payable under Landlord, to be bound directly to Landlord for the performance of all this Lease,except as specifically set forth in this Lease. Tenant covenants contained herein. In the event of an assignment or sublet, Tenant shall pay Landlord an administrative fee of $3,000 in Tenant, upon the execution of this Lease, agrees to pay the amount the connection therewith. As part of Landlord's approval process for any Security Deposit listed in the Preamble hereof(the "Preamble"), which assignment or sublet, Landlord may require one or more of the following: shall be held as security for Tenant's performance as herein provided and (A) an additional Security Deposit from the assignee/sublessee in an refunded to Tenant at the end of this Lease subject to Tenant's satisfactory amount determined by Landlord; (B) an appropriate amount of prepaid compliance with the conditions hereof, as stipulated in Section 17 of this Rent from the assignee/sublessee as determined by Landlord; or (C) Lease. financial and other information about the assignee/sublessee. Tenant shall remit to Landlord all payments for Rent and Additional Rent SECTION 3. TENANT'S RESPONSIBILITIES; PERSONAL on or before the first day of each and every month in advance without PROPERTY: Tenant agrees to use and occupy the Premises and to use demand at the Rent Payment Address listed in the Preamble or at such such other portions of the Shopping Center as it is herein given the right to other place and to such other person, as Landlord may from time to time use at its own risk; and that, except for the gross negligence or willful designate in writing. In the event that Tenant elects to pay any amounts misconduct of Landlord and/or Landlord's agents, Landlord shall have no due hereunder via wire transfer, Tenant shall be responsible for any bank responsibility or liability for any loss of or damage to Tenant's leasehold wire transfer fees incurred by Landlord as a result of such transfers. improvements or to fixtures or other personal property of Tenant (collectively, "Tenant's Property") or those claiming by, through or All payments due under the terms of this Lease for partial months within under Tenant. In furtherance of the foregoing, Landlord, any agent of the Term shall be prorated in the same ratio that the number of days during Landlord, and/or any principal of Landlord shall not be liable for any and which Tenant occupies the Premises in any such month bears to the all damage to Tenant's Property arising from the bursting or leaking of number of days in said month, without allowance for weekends or water or sewer pipes or roofing, or from any act or omission of any co- holidays. Tenant's obligations to pay Rent or to make any other payments tenant or occupant of the building,Shopping Center or of any other person or to fulfill any other obligations under this Lease shall terminate on the whomsoever, unless arising from the gross negligence or willful day following the date on which Tenant vacates the Premises at the misconduct of Landlord and/or Landlord's agents. The provisions of this expiration or earlier termination of the Term,and all monetary obligations Section shall apply during the whole of the Term hereof, and in view of created by this Lease shall be prorated through the date on which Tenant any permission given to Tenant to install fixtures and do certain work shall have so vacated the Premises. prior to the Commencement Date, shall also apply at all times prior to the Commencement Date. SECTION 1. USE: It is hereby understood and agreed that the use of the Premises is limited to the Use described in the Preamble and for no other SECTION 4. COMPLIANCE WITH LAWS; GOVERNMENTAL purposes whatsoever. Any violation of the agreed use or any type of APPROVALS: Tenant shall promptly comply with all statutes, disturbance or interference with any other tenant's use clause, business ordinances, rules, orders, regulations and requirements of any applicable and/or exclusivity will be a violation of this Lease. In the event there is a Federal, State and City Government and of any and all of their violation of this use Section, Landlord shall retain the right at its sole Departments and Bureaus including any Taxing Authority or Utility; and option to terminate this Lease or to pursue any other remedy at law or Tenant shall also promptly comply with all rules,orders and regulations of Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 4 v-20(b) the applicable fire prevention codes for the prevention of fires, all the use commercially reasonable good faith efforts to mitigate damages. If foregoing at Tenant's own cost and expense. During the Term of the •Landlord attempts to relet the Premises, Landlord shall be the sole judge Lease, if any governmental agency, municipality, or utility company as to whether or not a proposed tenant is suitable and acceptable. After requires changes to the Premises or any of Tenant's facilities or systems being disposed or ejected therefrom by process of law or under the terms (including, but not limited to, electrical work within the Premises, of this Lease, Tenant hereby waives and surrenders all rights and plumbing within the Premises, fire alarm, sprinklers, dumpsters, -privileges which it might have under or by reason of any present or future compactors, waste removal, enclosures, fire panels, back flow preventers law to redeem the Premises or to have continuance of this Lease for the and ADA accessibility), Tenant shall make such changes at its sole cost Term hereby granted.: and expense. Tenant shall be responsible,., at Tenant's sole cost-and expense, for any and all required(i)fire alarm monitoring for the Premises including, but not limited to, a dedicated phone.line for such purpose,and SECTION 6. ACCELERATION CLAUSE AND DAMAGES: In (ii) fire sprinkler maintenance for the Premises including, but not limited addition to all other rights granted to Landlord in this Lease and not as a to inspections and repairs. If any third party, including, but not limited to, limitation of said rights, in the event of a termination and/or default by utility companies, municipalities and contractors hired by Tenant, cause _Tenant,Landlord shall have the right and option to accelerate all Rent due damage to the Premises, Tenant shall be responsible, at its sole cost and, hereunder. Additionally, for the purposes of computing damages payable expense, for the repair of such damages. TENANT SHALL BE hereunder on account of a default by Tenant, it is agreed that there shall also RESPONSIBLE FOR PROMPTLY OBTAINING ANY PERMIT, be payable to Landlord,as damages,at the time of such default,the total of(i) LICENSE, SERVICE, ARCHITECTURAL PLANS AND/OR Tenant's Operating Expenses due for the remainder of the year in which such CERTIFICATES OF OCCUPANCY.• NECESSARY FOR THE default occur s. CONSTRUCTION AND OPERATIONS OF THE PREMISES. LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES SECTION 7. ABANDONMENT: If Tenant shall abandon or vacate the REGARDING TENANT'S PROPOSED USE AND THE Premises before the end of the Term of this Lease (except in the event GOVERNMENTAL APPROVALS NECESSARY THEREFORE. Tenant elects to close. the Premises temporarily for the purpose of remodeling same for no more than thirty(30)days(or such longer period SECTION 5.DEFAULT:Tenant shall be in default under this Lease if it upon prior written permission of Landlord), or shall suffer the Rent to be fails to (i) make timely payments of Rent or any other sums, due in arrears,Landlord may,at its option,forthwith cancel this Lease or enter hereunder, or (ii) faithfully observe all terms, covenants, rules and the Premises as the agent of Tenant, without being liable in any way regulations contained in this 'Lease or such other uniform and, non- therefor,and relet the Premises with or without any furniture that may be discriminatory rules or regulations'as may be hereafter made and therein, as the agent of Tenant, at such price and upon such terms'and for promulgated by Landlord. - such duration of time as Landlord may determine, and receive the Rent therefor,applying the same to the payment of Rent due by these presents, In the event of any default by Tenant-remaining uncured past any. and if the full Rent shall not be realized by Landlord over and above the applicable cure period, notwithstanding any waiver of any former breach expenses to Landlord in such re-letting, the said Tenant shall pay any of covenant or waiver of the benefit hereof or consent in a former instance, deficiency. Landlord shall not be liable to Tenant in the event of any Landlord may immediately(1)apply the Security Deposit, if any, toward . excess. Notwithstanding Tenant's abandonment or Landlord's acceptance the satisfaction and cure of such a default,and/or.(2)cure Tenant's default thereof, Tenant shall be responsible to satisfy any and all obligations due at Tenant's cost and expense,and/or(3)without terminating this Lease,re- to Landlord under the.terms.of this Lease. enter the Premises and remove all persons and all or any property . therefrom, by any suitable action or proceeding at law, without.being . SECTION 8. COLLECTION AND LANDLORD'S EXPENSES: liable for any prosecution therefor or damages therefrom for trespass or Tenant agrees to pay all costs of collections and reasonable attorney's fees otherwise, and repossess and enjoy the Premises, with all additions, and disbursements incurred by Landlord in the event of any breach of this alterations and improvements,and Landlord may at its option,repair,`alter, Lease by Tenant. This provision shall apply to all trial and appellate remodel and/or change the character of the Premises as it may reasonably 'proceedings and any other efforts by Landlord to enforce its rights and to deem fit, and/or (4) at any time relet the Premises or any part or parts any bankruptcy, receivership or other insolvency proceeding or thereof, as the agent of Tenant or in Landlord's own right,.and/or (5) negotiation. terminate this Lease upon written notice to Tenant and/or'exercise any • other remedies otherwise available to Landlord provided herein or at law Tenant agrees be responsible for all reasonable expenses which Landlord or in equity. In connection with the foregoing,if Landlord so elects,it may may incur by reason of a termination of this Lease and the cost of putting sell any personal property of Tenant at public auction or private sale and the Premises in good order to prepare the same for rental to other tenants, apply the net proceeds to the payment of all sums due to.Landlord from and(b)that Landlord may(1)re-let the Premises, or any portion thereof, Tenant,if any,and pay over the balance to Tenant.All rights and remedies either in the name of Landlord or otherwise for a period which may, at available to Landlord shall be cumulative and non-exclusive. Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the Term, and (ii) grant The exercise by Landlord of any right granted in this Section shall not concessions or free rent. The failure of Landlord to re-let the Premises or relieve Tenant from the obligation to make all Rent,payments, and to any portion thereof shall not release or affect Tenant's liability for fulfill all other covenants required by this Lease, at the time and in the damages. Any suit brought to collect the amount of deficiency for any manner provided herein. Tenant throughout the.remaining Term hereof month shall not prejudice in any way the right of Landlord to collect any shall pay Landlord, no later than the last day of each month during the deficiency for any subsequent month by a similar proceeding. Landlord Term,the then current excess, if any, of the sum of the unpaid rentals and may make such alterations, repairs, replacements and decorations to the costs to Landlord resulting from such default by Tenant Over the proceeds, Premises as Landlord,in Landlord's sole judgment, considers advisable or if any, received by Landlord from such reletting,if any,but Landlord shall necessary for the purpose of re-letting the Premises, and the making of have no liability to account to Tenant for any excess.Landlord shall not be such alterations, repairs, replacements or decorations shall not operate or required to relet the Premises nor exercise any other right granted to be construed to release Tenant from liability hereunder.Landlord shall not Landlord hereunder, nor shall Landlord be under any obligation to be liable,for failure to relet the Premises, or, if the Premises are relet, for minimize Tenant's loss as a result of Tenant's default,but will nonetheless Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 5 v-20(b) failure to collect the rent due under such reletting,but will nonetheless use commercially reasonable good faith efforts to mitigate damages. SECTION 11. LANDLORD'S ACCESS: Landlord, or any of its agents, • shall have the right to enter the Premises during all reasonable hours, and SECTION 9. UTILITIES:Tenant agrees to pay when due, from the day . with reasonable prior notice(except in the event of emergency), and the Lease is executed, all charges for water, sewer, gas, steam,electricity s without materially interfering with the conduct of Tenant's business, to (or other illumination), telephone and all other utilities and services used examine the same to make reasonable inspections, repairs, additions or or consumed on the Premises and for all licenses and permits for the same alterations as may be deemed necessary for the safety, comfort, or . To the extent that any particular utility is not separately metered, Tenant preservation thereof, or of said building, or to exhibit the Premises,and to agrees to pay Landlord for its utility usage based on either a submeter reading put or keep upon the doors or windows thereof a notice "for rent", "for or Tenant's share as determined in Section L,of the Preamble, with the . lease" or "available" at any time within four (4) months before the payment thereof being Additional Rent and due within thirty(30)days of the expiration of this Lease. The right of entry shall likewise exist for the invoicing therefor. Tenant agrees to operate the heating unit with the purpose of removing.placards, signs, fixtures, alterations, or additions, necessary electric and fuel source so as to maintain at all times sufficient which do not conform to this Lease, or to the rules and regulations of the heat in the Premises to prevent the pipes from freezing, and to provide • Shopping Center. Landlord shall make reasonable efforts to minimize lighting for store and signage illumination. If Tenant's Use requires disruption of Tenant's business activities. parking lot lighting that extends beyond the normal operational hours of the Shopping Center, such additional expense shall be paid by Tenant as SECTION 12. ACCEPTANCE OF .PREMISES AND REPAIR: Additional Rent. Tenant hereby accepts the Premises in the condition they are in as of the Commencement Date on an "AS IS" basis without any obligation on SECTION 10. SECURITY INTEREST; LANDLORD'S LIEN: Landlord's part to perform any work with respect thereto. Except as Tenant hereby pledges and assigns to Landlord all the furniture, fixtures, otherwise specifically set forth herein,Tenant acknowledges that Landlord equipment, marketable licenses (such as any liquor licenses), goods and has made no warranties or representations as to the condition thereof chattels of Tenant(collectively"FFE"), which shall or may be brought or Tenant further acknowledges that Landlord has no present or future put on the Premises as security for the payment of the Rent. Tenant intention to make any capital or non-capital alterations, renovation_s or hereby grants to Landlord a lien in such FFE and.agrees that the said lien improvements to the Premises. Tenant, at its sole costs and expense, shall may be enforced by distress,foreclosure or otherwise at the election of the be responsible for all phone lines and conduit for phone lines in and to the Landlord. TENANT HEREBY GRANTS TO LANDLORD THE RIGHT Premises. Tenant agrees to maintain the Premises in the same condition, TO FILE A UNIFORM COMMERCIAL CODE ("UCC") FINANCING order and repair as they are at the commencement of the Term, excepting STATEMENT THAT CONFIRMS THE LANDLORD'S SECURITY . only reasonable wear and tear arising,from the use thereof under this INTEREST AND LIEN IN SUCH FFE AS COLLATERAL FOR Lease, and to make good to Landlord immediately upon demand, any TENANT'S OBLIGATIONS HEREUNDER. IN FURTHERANCE OF- damage to water apparatus, or electric lights or any fixture, appliances or THE FOREGOING, TENANT ACKNOWLEDGES AND AGREES appurtenances of the Premises, or of the building, caused by any act or THAT LANDLORD HAS THE FOREGOING LIEN ON ITS neglect of Tenant, or of any person or persons in the employ, under the FURNITURE, FIXTURES, EQUIPMENT, MARKETABLE LICENSES control of Tenant, or a business invitee of Tenant. If Tenant refuses or (SUCH AS ANY LIQUOR LICENSES), AND GOODS AND ;neglects to repair the Premises as required hereunder to the reasonable CHATTELS OF THE TENANT PURSUANT TO THIS SECTION. 10 satisfaction of Landlord as.soon as reasonably possible after written OF THE LEASE AND IN ACCORDANCE WITH FLORIDA STATUTE demand, Landlord may make such repairs without liability to Tenant for 83.08. IN ORDER TO ENFORCE SAID LIEN, LANDLORD, OR .any.loss or damage that may occur to Tenant's merchandise, fixtures, or LANDLORD'S AGENTS, SHALL HAVE THE RIGHT TO ENTER other property, or to Tenant's business by reason thereof, and upon THE PREMISES TO SECURE AND/OR REMOVE THE • completion thereof, Tenant shall pay as Additional Rent Landlord's cost AFOREMENTIONED PROPERTY, WITHOUT BEING LIABLE FOR for making such repairs,upon presentation of a bill therefor. Said bill shall ANY PROSECUTION THEREFOR OR DAMAGES THEREFROM include interest at the rate of eighteen percent(18%) or the highest legal FOR TRESPASS OR OTHERWISE TENANT SHALL NOT.ASSIGN, rate, whichever is less on,said cost from the date of completion of repairs PLEDGE OR ENCUMBER THE FFE WITHOUT LANDLORD'S by Landlord. Additionally, Tenant accepts all equipment and accessories PRIOR WRITTEN CONSENT. TENANT SHALL NOT ENTER INTO in the condition they have been delivered with no representation or ANY AGREEMENTS, INCLUDING, BUT NOT LIMITED -.TO warranties from Landlord.. In addition to the foregoing, Tenant,at its sole FINANCE AGREEMENTS OR SECURITY AGREEMENTS, WHICH cost and expense,shall do the following: PLEDGE THE FFE AS COLLATERAL. TENANT SHALL NOT ALLOW ANY THIRD PARTIES TO FILE OR RECORD UCC a. maintain all of Landlord's equipment,plumbing within Premises and FINANCING. STATEMENTS - THAT. PLEDGE . THE FFE AS electrical lines(serving solely the Premises) in good condition at all COLLATERAL. IF A THIRD PARTY FILES OR RECORDS SUCH A times, including the cleaning of all grease traps and plumbing lines UCC FINANCING STATEMENT FOR ANY REASON on an"as-needed"basis. WHATSOEVER. THEN TENANT SHALL, AT ITS SOLE.COST AND b. maintain, repair and replace, whenever necessary, the air EXPENSE, CAUSE SUCH UCC FINANCING STATEMENT TO BE conditioning systems and/or heating systems which service the TERMINATED WITHIN FIVE (5) DAYS AFTER THE FILING-OR Premises;and at the end of the Lease Term,shall restore said systems RECORDING THEREOF, AND PROVIDE WRITTEN EVIDENCE to their present condition, reasonable use and wear excepted. Tenant THEREOF TO LANDLORD WITHIN SUCH FIVE (5) DAY PERIOD. shall enter into a service contract with a reputable HVAC contractor, IF TENANT SHALL FAIL TO CAUSE SUCH UCC FINANCING which will provide for a regular service program for all heating and STATEMENT TO BE TERMINATED AND PROVIDE WRITTEN air conditioning equipment. EVIDENCE THEREOF TO LANDLORD, WITHIN SUCH FIVE (5) c. immediately replace its plate glass windows(including any damaged DAY PERIOD, LANDLORD, IN ADDITION TO ANY OTHER store-front frames) should said windows become damaged or RIGHTS AND REMEDIES PROVIDED HEREIN, SHALL HAVE THE cracked. . • RIGHT TO TERMINATE THIS LEASE IMMEDIATELY. THE d. maintain, repair and replace, whenever necessary, all doors OBLIGATIONS IN THIS SECTION SHALL 'SURVIVE THE (including, but not limited to, any hardware, frames or other items EXPIRATION OR EARLY TERMINATION OF THIS LEASE. related to the doors),store-front enclosures and structures. Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 6 v-20(b) e. maintain the roof area surrounding the HVAC unit and any rooftop improvements. Tenant's work shall be performed without interference and equipment (collectively, "Rooftop Equipment Area") free of all disruption to Landlord, the Shopping Center or other tenants. Tenant punctures and cuts at all times. This obligation includes cleaning all agrees to work diligently to open the Premises for business and that"time ventilation equipment and assuring that no grease, chemicals or is of the essence"in completing all work and receiving all approvals. detergents damage the Rooftop Equipment Area. Any workmen that All personalty and fixtures installed by Tenant shall be new or completely work on the Rooftop Equipment Area on behalf of Tenant,shall at all reconditioned. Tenant shall not make, or cause to be made, any interior times assure that the Rooftop Equipment Area is not damaged and alterations, additions or improvements or install, or cause to be installed, properly maintained at all times. Except with respect to any damage any exterior signs, exterior lighting, plumbing fixtures, shades or awnings caused to the roof by the negligence of Tenant or Tenant's contractors in connection with any repairs or maintenance of the or make any changes to the store front without first obtaining Landlord's rooftop equipment, Landlord shall be responsible for the repairs and written approval and consent. replacement of the roof, including the Rooftop Equipment Area. f. Immediately after any weather related storms, Tenant shall remove SECTION 14. HOLD HARMLESS; DAMAGES: To the extent debris from the sidewalk immediately in front of the Premises, its allowable, and subject to the limitation on the Tenant's liability, as set loading area (if any) and the emergency access points to the forth in Section 768.28, Florida Statutes, Tenant agrees to defend, pay, Premises. protect, indemnify, save and hold harmless Landlord (together with its successors, assigns, affiliates, employees, other tenants, principals, Landlord Repairs. Landlord shall be responsible for any repairs to the managers, members, partners, officers, directors, shareholders, base building, mechanical and electrical systems for the Shopping Center administrators, representatives, agents, heirs, estates, executors, legal (not the Premises), and the exterior plumbing, exterior walls (including representatives and any related parties or ownership entities, collectively, paint), and roof and foundation for the Premises, but shall not be the "Landlord Indemnified Parties") from and against any and all responsible for any repairs inside the Premises. liabilities, losses, damages, penalties, costs, fees, expenses (including reasonable attorney fees and expenses and Tenant's express obligation of SECTION 13. TENANT IMPROVEMENTS; INSTALLATION BY the duty to defend Landlord and the Landlord Indemnified Parties for any TENANT: Tenant agrees to use best efforts to complete all work Loss(es) (defined below), causes of action, suits, claims, demands or necessary in order to open the Premises for business on or before the judgments of any nature whatsoever, howsoever caused, arising from _ Tenant Opening Date specified in the Preamble hereof (if none is Tenant's use of the Premises and any injury to or death of any person or specified,then within thirty(30)days of the date hereof). In furtherance persons or any loss of or damage to any property, real or personal, in any of the foregoing, Tenant shall commence its construction of its manner arising therefrom (collectively, "Loss(es)"), provided however, improvements no later than the Construction Commencement Date,if such the foregoing, shall not apply to any Losses caused by the negligence or date is specified in the Preamble. Tenant shall present to Landlord the willful acts or omissions of any of the Landlord or Landlord Indemnified necessary architectural and engineering plans and specifications in a Parties. Computer Aided Design file form (CAD file), which shall be prepared at Tenant's sole cost and expense,for Tenant's work prior to submitting such plans and specifications to the applicable governmental authorities for In case any action or proceeding is brought against Landlord by reason of which approval is being sought. All personalty and fixtures installed by any Loss in respect of which Tenant is obligated to indemnify Landlord, Tenant shall be new or completely reconditioned.TENANT SHALL NOT as set forth in the foregoing paragraph,to the extent allowable,and subject MAKE, OR CAUSE TO BE MADE, WITHOUT LANDLORD'S PRIOR to the limitation on the Tenant's liability, as set forth in Section 768.28, WRITTEN APPROVAL AND CONSENT THE FOLLOWING: (A) Florida Statutes, Tenant covenants to defend Landlord, with all the ANY STRUCTURAL ALTERATIONS, (B) INTERIOR expenses of such defense paid by Tenant. These obligations shall ALTERATIONS, ADDITIONS OR IMPROVEMENTS, (C) constitute Additional Rent and shall survive the expiration or early INSTALLATION OF ANY EXTERIOR SIGNS, EXTERIOR termination of this Lease. As amplification, it is expressly agreed and LIGHTING, SHADES OR AWNINGS, OR (D) ANY CHANGES TO understood by and between the parties to this Lease,that Landlord and the THE STOREFRONT. Landlord shall promptly review all of Tenant plans Landlord Indemnified Parties shall not be liable to Tenant for any damage to facilitate construction of Tenant's work. Landlord, or any of its agents, or injury by water, or water seepage;any damage or injury resulting from shall have the right to enter the Premises during all reasonable hours, in theft, vandalism, HVAC malfunction; the carelessness, negligence, or coordination with Tenant, to examine the construction, repairs, additions improper conduct on the part of any other tenant or Tenant's agents or or alterations as may be underway. Tenant shall promptly deliver to the employees;any damage by reason of the breakage, leakage,or obstruction Landlord evidence of insurance, as set forth in Section 24, and any of the water, sewer or soil pipes; or other leakage in or about the said insurance certificates indicating satisfactory coverage for any contractors building. Neither Landlord nor the Landlord Indemnified Parties shall be undertaking the approved project, prior to the start of any work. Tenant responsible for any damages caused by, or growing out of, any breakage, shall promptly deliver a copy of its certificate of occupancy to Landlord leakage, or defective condition of the electrical wiring,air conditioning or and in no event later than ten(10)days following Tenant's receipt thereof. heating pipes and equipment, plumbing, appliances, sprinklers, other If Tenant undertakes any material modifications to the Premises, it must facilities or other equipment, serving the Premises. Neither Landlord nor provide Landlord with copies of the architectural plans for such the Landlord Indemnified Parties shall be liable for any damages caused modifications prior to any construction and, if not provided to Landlord, by, or growing out of, any defect in the Shopping Center or any part shall reimburse Landlord for the cost of the preparation of such as-built thereof, or in said Premises or any part thereof, whether such damage plans. arises from or is related to fire,rain,wind or other cause. Landlord and the Landlord Indemnified Parties shall not be liable to Tenant and shall be All work in the Premises will be performed in a workman like manner and held harmless from any and all liability to Tenant, except for Landlord's by a licensed general contractor under the guidelines of the applicable or Landlord Indemnified Parties' negligence or intentional and/or willful building codes and in compliance with all applicable governmental acts. Further, in no event shall Landlord or the Landlord Indemnified regulations. Such general contractor must be approved by Landlord in Parties be responsible for any consequential or punitive damages in writing prior to the commencement of any work in the Premises. Tenant connection with this Lease or the Premises. In furtherance of the shall be responsible for any construction defects in connection with its foregoing, Landlord shall not be responsible for any loss, cost or damage Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 7 v-20(b) suffered by Tenant as a result of any delays related to delivery and/or the event of a bankruptcy Notwithstanding the foregoing, Landlord may Tenant's opening for business in the Premises. ,:,elect to accept Rent from a receiver, trustee, or other judicial officer during the Term of their occupancy in their fiduciary capacity without Landlord agrees to defend, pay,, protect, indemnify, save and hold affecting Landlord's rights as contained in this Lease. but no receiver, harmless Tenant (together with its successors, assigns, affiliates, trustee or other judicial officer shall ever have any right, title or interest in employees, other tenants, principals, managers, members, partners, •or to the above described property by virtue of this Lease. Landlord shall officers, directors, shareholders, administrators, representatives, agents, : also be granted immediate relief from any applicable automatic stay to heirs, estates, executors, legal representatives and any related parties or seek eviction or other remedies or shall likewise be entitled to obtain an ownership entities, collectively, the"Tenant Indemnified Parties")from order authorizing a rejection of the Lease at Landlord's option which may and against any and all Losses caused by the negligence or willful acts or limit Tenant from maintaining possession of the Premises, omissions of Landlord or any of the Landlord Indemnified Parties and any• notwithstanding the.institution of bankruptcy. In the event Landlord is injury to or death of any person or persons or any loss of or damage to any required to exercise any rights under this Section, Tenant agrees to property, real or personal, in any manner arising therefrom (collectively,. immediately consent to any and all of the relief requested by Landlord. In "Losses")provided, however, the foregoing shall not apply to any Losses connection with any bankruptcy, Tenant hereby acknowledges and agrees caused by the negligence or willful acts or omissions of any of the Tenant that the Shopping Center constitutes a "Shopping Center" for such Indemnified Parties. In case any action or proceeding is brought against purposes. • Tenant by reason of any Loss, Landlord covenants to defend Tenant, with all the reasonable expenses of such defense paid by Landlord. These SECTION 16. ACCORD AND SATISFACTION: No payment by obligations shall survive the expiration or early termination of this Lease. Tenant, or receipt by Landlord, of a lesser amount than the Rent due In no event shall Landlord, Tenant, the Landlord Indemnified Parties'or hereunder shall be deemed to be other than on account of the earliest the Tenant Indemnified Parties be responsible for any consequential or stipulated Rent due,nor shall any endorsement or statement or any check punitive damages in connection with this Lease or the Premises. or letter accompanying any check or payment as Rent be deemed an accord and satisfaction,and Landlord may accept such check or payment SECTION 15. BANKRUPTCY: If Tenant shall become a debtor'under without prejudice to Landlord's right to recover the balance of such Rent the bankruptcy code then, to the extent that the bankruptcy code may or pursue any other remedy provided herein or by law. Any letter applicable or affect the provisions of this Lease, the following provisions accompanying such check that such lesser amount is payment in full shall shall also be applicable. If the trustee or debtor-in-possession shall,fail.to,. be.given no effect,and Landlord may accept such check without prejudice elect to assume this Lease within sixty (60) days after the filing of the to any other rights or remedies which Landlord may have against Tenant. petition (or such other minimum time as required by any applicable law), this Lease shall, at Landlord's option, be deemed to have been rejected SECTION 17. USE AND RETURN OF SECURITY DEPOSIT: and Landlord shall be thereafter immediately entitled to possession of the INTENTIONALLY DELETED. Premises and this Lease shall be terminated subject to and in accordance with the provisions of this Lease and of law(including such provisions for SECTION 18.BINDING TERMS:This contract shall bind Landlord and damages and acceleration). No election to assume (and, if applicable, to Tenant and their respective assigns or successors, heirs, assigns, personal assign)this Lease by the trustee or debtor-in-possession shall be permitted representatives, or successors, as the case may be. The reference in the or effective unless: (i) all defaults of Tenant t-shall have been cured:and preceding sentence to the successors and assigns of Tenant is not intended Landlord shall have been provided with adequate-assurances reasonably to-constitute consent to assignment by Tenant, but has reference only to satisfactory to Landlord, including(a)any reasonably required guaranties those instances in which Landlord may later give written consent to a and/or security deposits, and(b)any other reasonably required assurances particular assignment. that there will continue to be sufficient funds and personnel available to professionally merchandise,stock,promote,staff and operate the Premises SECTION 19. TIME OF ESSENCE: It is understood and agreed in strict compliance with all provisions of this Lease;and(ii)neither_such between the parties hereto that time is of the essence of this contract and assumption nor the operation of the Premises subsequent thereto shall, in this applies to all terms and conditions contained herein. Landlord's judgment, cause or result in any breach or other violation of any provision of this or any applicable lease,mortgage or other contract, SECTION 20. NOTICE: All notices should be delivered to the Present or disrupt the tenant mix of the Shopping Center;and(iii)the assumption Notice Mailing Addresses listed in the Preamble. It is understood and and, if applicable, the assignment of this Lease, has been ratified and .agreed between the parties hereto that written notice by certified mail, by approved by order of such court or courts as have final jurisdiction over overnight courier (such as Federal Express) or delivered to the Notice the bankruptcy code and the case. No assignment of this Lease by the Mailing Address of Tenant-shall constitute sufficient notice to Tenant trustee or debtor-in-possession shall be permitted or effective unless the - upon delivery. Any such notice, demand, or communication from an proposed assignee likewise shall have satisfied (i), (ii), and (iii) of the attorney acting or purporting to act on behalf of a party shall be deemed to preceding sentence and any such assignment, shall, without limitation, be - be notice from such party provided that in the case of notice from such subject to the provisions of this Section. When pursuant to the bankruptcy attorney such attorney is authorized to act on behalf of such party. code the trustee or debtor-in-possession is obligated to pay reasonable use and occupancy charges, such charges shall not be less than the Monthly SECTION 21. NUISANCE; WASTE: Tenant shall not commit any Base Rent, Operating Expenses and other charges specified herein to be waste upon the Premises or any nuisance or other act or thing which may payable by Tenant. Neither Tenant's interest or,estate in the Premises disturb the quiet enjoyment of any other tenant at the Shopping Center, or herein or created hereby, nor any lesser interest or estate of Tenant; shall which may adversely affect Landlord's fee interest in the Premises or in pass to anyone under any law of any state or jurisdiction without the prior the Shopping Center. No loudspeakers, stereos, machinery, mechanical written consent of Landlord. In no event shall this Lease, if the Term _apparatus,or other devices shall be used or allowed to operate in a manner - hereof has expired or has been terminated in accordance with the • so as to be heard or seen outside of the Premises without the prior written provisions of this Lease,be revived,and no stay or other proceedings shall consent of Landlord. Tenant shall ensure,at its sole cost and expense,that nullify, postpone or otherwise affect the expiration or earlier termination`- it operates in a manner such that any odors, smells or noise emanating of the Term of this Lease pursuant to the provisions of this Section or, from its use of the Premises do not impact or affect other tenants, prevent Landlord from regaining possession of the Premises thereupon in employees or customers at the Shopping Center. These remedial measures • Tenant Landlord • • City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 8 v-20(b) shall include, without limitation, installing appropriate ventilation systems year-end reconciliation within thirty (30) days of Landlord's invoice. In and/or insulation to mitigate such odors, smells or noise, as the case may the event Tenant remains a tenant of Landlord following the termination be. Tenant covenants and agrees to prevent the Premises from being used of this Lease, Tenant shall still be responsible for any and all Operating in a way which will injure the reputation of the Landlord or of the Expenses incurred during the period that Tenant remains a tenant of Shopping Center,or which may be a nuisance,annoyance, inconvenience, Landlord. Landlord shall not be liable for any inconvenience or or damage to the other tenants of such Shopping Center, or of the interruption of business or other consequences resulting from the making neighborhood, including, without limiting the generality of the foregoing, of repairs, replacements, improvements, alterations or additions, or from noise by the playing of any musical instrument, radio or television, or the the doing of any other work to or upon any of such Common Areas, or use of microphone, loudspeaker, electrical equipment, or other equipment from delay or failure to perform such maintenance or other work with outside the Premises or any other noise or odors(excluding smoking)from respect to such Common Areas where such delay or failure is attributable patrons of Tenant. to labor troubles,material shortages or any other causes beyond Landlord's reasonable control. For the first and last partial calendar or fiscal year of SECTION 22. RIGHTS OF THE PARTIES: The rights of the parties this Lease, Tenant will pay Operating Expenses for the entire year under this Lease shall be cumulative,and failure on the part of either party multiplied by a fraction, the numerator of which is the number of days in to exercise promptly any rights given hereunder shall not operate as a the calendar or fiscal year subsequent to the date of rent commencement of waiver of any of such party's rights. this Lease, or prior to the date of Lease termination, as the case may be, and the denominator of which is three hundred sixty-five (365). In all SECTION 23.OPERATING EXPENSES; NET LEASE:This Lease is circumstances, Operating Expenses must be paid no later than thirty(30) intended to be a net lease, so that all Base Rent and Additional Rent days after the date of Landlord's invoice of same. If Tenant has any provided for herein shall be received by Landlord free and clear of any objections to any items contained in such Operating Expense invoice, offsetting costs or expenses related to the Shopping Center, whether . Tenant must raise such objections in writing no later than thirty(30)days capital in nature or not. As Additional Rent,Tenant shall pay to Landlord after the date of such invoice (or other due date for such Operating Tenant's Operating Expenses during the Term of this Lease,as set forth in Expenses payment) or such objections are otherwise deemed waived and Section L of the Preamble.For the purposes hereof,"Operating Expenses" Tenant shall have no further right thereafter to audit Landlord's records include, but are not limited to: real estate taxes; Landlord's fire and regarding Operating Expenses. In no event shall Tenant have the right to extended coverage, public liability insurance and any other insurance (A) audit Operating Expenses for any years prior to the recently-ended associated with the Shopping Center; and for the cost of maintaining the calendar year,or(B)review Landlord's records utilizing the services of an common areas ("CAM"). For the purposes hereof, CAM includes, but is auditor compensated on a contingency fee basis. not limited to, all costs and expenses of every kind and nature paid or incurred by Landlord in cleaning, operating, altering, managing, SECTION 24. INSURANCE: Tenant self-insures and shall provide equipping, decorating, policing (if and to the extent provided by Landlord with a self-insurance letter confirming that Tenant is liability and Landlord), lighting, repairing, improving,restoring, renovating, replacing workers' compensation insurance is provided through Tenant's self- and maintaining all common areas of the Shopping Center, signs, insurance fund. The letter shall also reflect that, in compliance with and buildings, parking areas and the roof, utilities, sewer and facilities serving subject to limitations of Florida Statutes Sections 768.28 and 440.09, and/or required to be maintained by the Shopping Center (including provisions are made by Tenant to process any claims that may arise. parking facilities and access ways contiguous with the Shopping Center Tenant covenants and agrees that it will not do or permit anything to be and available for use by occupants of the Shopping Center by reason of done in or upon the Premises or bring in anything or keep anything easement rights or if Landlord is otherwise required to maintain or repair therein, which shall increase the rate of insurance on the Premises or on same)and all taxes, assessments, costs and other expenses related thereto, the other buildings located on the Shopping Center above the standard rate and all other areas of the Shopping Center (including, but without on the Premises and buildings with a regular retail store located in the limitation, all landscaping and gardening). CAM shall likewise include Premises;and Tenant further agrees that in the event it shall do any of the (but shall not be limited to) water and sewer charges, utility system foregoing, it will promptly pay to Landlord on demand any such increase installation charges and assessments, costs of the operation, maintenance resulting therefrom,which shall be due and payable as Additional Rent. and repair of any stormwater drainage facilities;costs of all roof and roof membrane.and other maintenance, repairs and replacements performed by Tenant and Landlord hereby each waive all rights of recovery against the Landlord, costs of the installation, operation, maintenance, repair and other or against the general or limited partners, trustees, beneficiaries, replacement of any energy management system, costs related to capital officers, directors, members, stockholders, agents, contractors, servants, expenditures that are designed to reduce overall operating expenses, costs employees, subtenants, licensees or invitees of the other, on account of related to the sprinkler and other fire protection and fire protection alarm loss or damage occasioned to such waiving party or its property or the systems, premiums for insurance; wages, unemployment taxes, social property of others under its control to the extent that such loss or damage security taxes, and assessments; reasonable depreciation of equipment is insured against under any insurance policies which either may have in used in the operation of the common areas,;any such costs and expenses force at the time of such loss or damage. Each party shall, upon obtaining whether paid or incurred prior or subsequent to the execution of this policies of insurance relating to the Premises, give notice to the insurance Lease, which Landlord has elected to amortize over a period of years shall carrier or carriers that the foregoing mutual waiver of subrogation is be included, until such cost or expense has been fully recovered, in the contained in this Lease and each party shall endeavor to cause each expenses to be prorated pursuant to this Section. For the purposes hereof, insurance policy obtained by it to provide that the insurance company "real estate taxes" include all general and specific taxes pertaining to the waives all right of recovery by way of subrogation against either Landlord Shopping Center, including any existing and future assessments for road, or Tenant in connection with any loss or damage covered by any such sewer, utility and other local improvements and other governmental policy,at the sole cost of the party against which such waiver is sought. charges which may be lawfully charged, assessed or imposed upon the Shopping Center land or the buildings and improvements thereon. Landlord Insurance: Landlord shall be responsible for maintaining fire Payments for said Additional Rent shall be made monthly, based on insurance for the Premises and general liability for all common areas Landlord's reasonable estimate of the current year's total Operating surrounding the Premises. Expenses for real estate taxes and insurance. This amount may be adjusted periodically. Tenant shall pay any amount due on account of Landlord's Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 9 v-20(b) SECTION 25. LANDLORD'S WORK ON BEHALF OF TENANT; WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO A TRIAL ADDITIONAL RENT: It is understood and agreed between the parties BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, hereto that any charges against Tenant by Landlord for services or for ARISING OUT OF, OR RELATED HERETO, WHETHER UNDER OR work done on the Premises by order of Tenant or otherwise accruing under IN CONNECTION WITH THIS LEASE OR ANY AGREEMENT this Lease shall be considered Additional Rent due and shall be included CONTEMPLATED TO BE EXECUTED IN CONJUNCTION in any lien for rent due and unpaid. HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)OR SECTION 26.HAZARDOUS MATERIALS: Hazardous materials shall ACTIONS OF EITHER PARTY. IN THE EVENT EITHER PARTY not be used, generated, handled, disposed of, discharged or stored on the INITIATES LEGAL PROCEEDINGS TO ENFORCE ANY OF THE Premises or the Shopping Center. The requirements of this section may be TERMS OF THIS LEASE, THE PREVAILING PARTY SHALL enforced by preliminary and permanent, prohibitory and mandatory RECOVER ITS COSTS OF SUIT, INCLUDING REASONABLE injunctions as well as otherwise provided by law or ordinance. To the ATTORNEYS' FEES AND RELATED DISBURSEMENTS AT TRIAL extent allowable, and subject to the limitation on the Tenant's liability,as AND ON ANY APPEAL AS FIXED BY THE COURT, FROM THE set forth in Section 768.28, Florida Statutes, Tenant hereby indemnifies OTHER PARTY. and holds harmless Landlord and the other Indemnified Parties against all claims, causes of action, liability or loss, including reasonable attorney's SECTION 30. SUBORDINATION: Landlord and Tenant hereby agree fees and costs on the trial and appellate level, arising out of a violation by that this Lease shall be automatically subject and subordinate to any and Tenant of this provision. Tenant's obligations and liabilities under this all mortgages, deeds of trust and other instruments in the nature of a Section shall survive the termination of this Lease. In the event the Leased mortgage,now or at any time hereafter,or any other lien or liens placed on Premises is located within the boundaries of Dade County, Florida the the property of which the Premises are a part and Tenant shall, when Director of the Environmental Resources and Management of requested,promptly execute and deliver such written instruments that shall Metropolitan Dade County, Florida may also enforce the requirements of be necessary to show the subordination of this Lease to said mortgages, this section. deeds of trust or such other instruments in the nature of a mortgage. Specifically, if requested by Landlord's lender, Tenant shall execute a SECTION 27. CORPORATE STATUS: Tenant represents that any subordination, non-disturbance and attornment agreement ("SNDA") on business organization status that it may purport to have, either at the time Lender's form within ten (10) business days of such request, so long as of the execution of this Lease or thereafter, shall be maintained in any and such SNDA is in a form reasonably acceptable to Tenant. Tenant shall pay all lawful form. In the event Tenant possesses corporate status, Tenant Landlord thirty ($30) dollars per day if such a SNDA is not executed shall maintain such corporate status as active and current with the within this ten (10) day period. Additionally, Tenant agrees that if it shall appropriate state authorities and in the event Tenant fails to maintain such fail at any time to execute a SNDA within such ten (10) day period, then status, Landlord shall have the express authorization, at its sole option, to Landlord may, in addition to any other remedy available to Landlord, declare this Lease in default or cancel this Lease. execute, acknowledge and deliver such instrument as Tenant's attorney-in- fact for that purpose. SECTION 28. REPRESENTATIONS/WARRANTIES: If a party executes the Lease as a corporation, limited liability company or a SECTION 31. FINANCING AGREEMENTS: Tenant shall not enter partnership, then the party and the persons executing the Lease on its into,execute or deliver any financing agreement that can be considered as behalf, represent and warrant that the individuals executing the Lease on a priority to any mortgage or deed of trust that Landlord may have placed, its behalf are duly authorized to execute and deliver the Lease on its behalf or places in the future,upon the Premises. in accordance with the organizational documents and that this Lease is binding upon it in accordance with its terms. Each party further warrants SECTION 32. LIENS:Tenant shall not permit any type of lien to be filed that it has the full legal power and authority to execute and enter into this against the Premises for any reason whatsoever. This includes any type of Lease and to perform all of its obligations hereunder, and the execution lien for materials,labor,utilities or anything related to the Premises. If,for and delivery of this Lease and the performance of its obligations whatever reason, any mechanic's or other lien shall be filed against the hereunder will not conflict with or result in a breach of, or constitute a Premises or the Shopping Center, or any part thereof, purporting to be for default, under any agreement, instrument, judgment, order or decree to labor or materials furnished or to be furnished at the request of Tenant, which it is a party or to which it may be subject. In the event either party then Tenant shall, at its expense, cause such lien to be discharged of fails to operate as an active corporation, limited liability company or record by payment, bond or otherwise as allowed by law, within twenty partnership, as the case may be, at any time, without limiting the (20)days after the filing thereof. If Tenant shall fail to cause such lien to foregoing, in the event of any such breach of warranty, covenant or be discharged of record within such twenty(20)day period, Landlord, in representation, the other party may, in addition to any other remedy, addition to any other rights and remedies, may, but shall not be obligated terminate this Lease by written notice, and or seek personal recourse to, cause such lien to be discharged by payment, bond or otherwise, against the individual party executing this Lease on behalf of the failing without investigation as to the validity thereof or as to any offsets or party. Landlord and Tenant each independently agree to be liable to the defenses thereto, and Tenant shall, upon written demand, promptly within other party to this Lease from and against any damages arising out of a ten (10)days, pay to Landlord a sum equal to the amount of such lien(s) default of this Lease, or any damage, loss or expense (including without and reimburse Landlord for all amounts paid and costs incurred, including limitation, reasonable attorneys' fees and other costs and expenses reasonable attorney's fees and interest thereon at the maximum legal rate incident to the filing of any suit, action, complaint, investigation, or from the respective dates of Landlord's payment in having such lien proceedings) arising out of or resulting from any breach of any warranty discharged of record and, further, Tenant shall otherwise indemnify and or representation made by it. The obligation set forth above shall survive save Landlord harmless from any and all claims or damages resulting the expiration or termination of this Lease and shall not be deemed to limit therefrom. Tenant shall deliver to Landlord all necessary lien releases and or otherwise affect any of the other party's remedies at law or in equity. waivers confirming that Tenant has paid its contractors and sub- contractors (collectively "Contractors") in full for any work performed SECTION 29. WAIVER OF JURY TRIAL; COUNTERCLAIMS; by Contractors for Tenant and that the Contractors release and waive any COSTS OF SUIT: LANDLORD AND TENANT HEREUNDER possible claims against the Premises associated with their work. Tenant HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY acknowledges that a formal notice has been recorded in the Public Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 10 v-20(b) Records denoting this prohibition against any type of lien being placed limited to canopies and/or awnings. In connection with the foregoing, upon Landlord's property. The obligations in this section shall survive the Tenant shall be responsible for replacing or restoring any damaged plate expiration or early termination of this Lease. glass windows (including store-front window frames), doors, HVAC equipment or signs after the occurrence of a natural disaster. During SECTION 33. CASUALTY (NATURAL DISASTER) AND periods of hurricane or tropical storm watches and/or warnings, Tenant EMINENT DOMAIN(CONDEMNATION): If the Premises are totally shall be responsible for installing hurricane shutters or other appropriate or partially destroyed or damaged as a result of a casualty disaster(natural protection at its sole cost and expense. or otherwise) or hazard (a "Casualty Event"), Landlord may, at its sole option, terminate this Lease by giving Tenant thirty (30) days' written SECTION 34. LATE CHARGES; CHRONIC LATE PAYMENTS notice and Landlord shall have no obligation to rebuild. If not terminated, OR DEFAULTS; RETURNED CHECK FEES; SUBSTANTIAL Landlord shall have the right to render the Premises tenantable by repairs DECLINE IN NET WORTH: Landlord shall have the right, without within ninety (90) days of such Casualty Event. Landlord shall not be notice to Tenant,to collect a late fee in the amount of five percent(5%)of liable for any inconvenience or annoyance to Tenant, or for any injury to (i) current Monthly Base Rent; (ii) current monthly Operating Expenses, the business of Tenant, resulting from delays in repairing the damage. If and (iii) any other Additional Rent, which are delinquent beyond the 5th the Premises are not rendered tenantable within said time, either party day of the month.Anymoney due under this section shall be considered as hereto may cancel this Lease by written_notice, effective upon the receipt Additional Rent and shall be paid no later than the first day of the month of such notice. after such charges are assessed.Additionally,Landlord shall have the right = to assess a returned check fee in the amount of one hundred ($100.00) If this Lease is terminated as provided in this Section 33, all of Tenant's , dollars and a service charge,in the amount set forth in the Florida Statutes, obligations under this Lease shall cease, effective from the date of casualty. for any check returned for insufficient funds. If this Lease is not terminated,and if Tenant remains open for business in any • portion of the Premises after a Casualty Event, Tenant shall be obligated to pay Rent and Operating Expenses in proportion to the square footage of the Premises which remains tenantable after a Casualty Event, and.Rent and SECTION 35. OPERATION OF PREMISES; GOING DARK: Tenant Operating Expenses shall be reduced in proportion to the square footage of covenants that it will(a)continuously operate one hundred percent(100%)of the Premises rendered untenantable. All construction and/or repairs by the Premises during the entire Term of this Lease;(b)keep the Premises open Landlord shall be made in a manner.consistent with and in accordance for business from 8 a.m.-.4 p.m.EST,during week days,except for holidays with all applicable codes and industry standards. Such damage shall be (or such alternate Tenant Business Hours provided during the times set forth repaired in architecture and quality consistent with conditions existing in the Lease Preamble), (c) conduct its business at all times in a manner prior to the damage and with facilities and amenities comparable to such _ conducive to the high reputation of the Shopping Center,(d)at all times keep structure being replaced. If Tenant's store design has been changed since the Premises fully and adequately stocked and fixtured, with an adequate the Commencement Date of this Lease but prior to the occurrence of the staff so as to promote and facilitate maximum sales, and (e) not use any Casualty Event, Landlord shall rebuild the Premises according to the new portion of the Premises for storage or other services, except for its design and construction criteria established by Tenant. Any excess cost operations in the Premises. For the purpose of clarification, Tenant shall attributable to the new criteria over the cost of rebuilding to the old criteria not go dark during the Term of the Lease or any extension thereof. In the shall be at Tenant's expense. event of a closing for'a period in excess of thirty(30)days(unless closure is due to construction/repairs of the Premises), Landlord shall have the In the event the Premises, or a substantial portion thereof, is taken by any option to (a) terminate the Lease and recapture the Premises; and (b) condemnation or eminent domain proceeding (a "Taking"), the parties possess all equipment and trade fixtures excluding the inventory of the hereto shall have the right to terminate this Lease without further-liability- store,pursuant to the terms of this Lease. on the part of Landlord or Tenant as'of the date of the Taking, by providing thirty(30)days written notice from the date of such Taking.For SECTION 36. LEASEHOLD IMPROVEMENTS UPON LEASE purposes of this Lease, a threat or demand of eminent domain from a EXPIRATION OR TERMINATION: Tenant shall at the expiration or governmental entity or municipality to the Landlord regarding the other termination of this Lease remove all of Tenant's goods, furniture, Premises shall be deemed a taking by eminent domain. If this Lease is not trade fixtures (unless otherwise specified by Landlord) and effects, and terminated, and if Tenant remains open for business in any portion of the other personal property from the Premises, (including, without hereby Premise after a Taking, Tenant shall be.obligated to pay Rent and limiting the generality the'foregoing, all signs and lettering affixed or Operating Expenses in proportion to the square footage of the Premises painted by Tenant, either inside or outside the Premises). All electrical which remains tenantable after a Taking, and Rent and Operating connections from Tenant's sign shall be capped and the exterior façade Expenses shall be reduced in proportion to the square footage of the surface of the sign area shall be made weather-tight and be restored to a Premises rendered untenantable. Any award of proceeds resulting from a like-new condition that is consistent with the rest of the façade(including condemnation or sale in lieu thereof of the whole or part of the Premises any necessary cleaning, painting and/or patching of the surface). Tenant's will belong solely to Landlord, and Tenant hereby waives any right to right to remove these items from the Premises is conditioned upon make any claim therefore as the results of this Lease and Tenant hereby Tenant's full and complete discharge of any and all obligations under this expressly assigns to Landlord any and all right,title and interest of Tenant Lease. In the event any obligations are due and owing to Landlord at the now or hereafter arising in and to any such award. Provided, however, time Tenant seeks to vacate the Premises, Tenant shall take no action to that Landlord is not entitled to any award specifically made to Tenant for remove any of these items located on, in or outside the Premises,:and the taking of Tenant's fixtures,furniture or leasehold improvements. Landlord shall be entitled to exercise any and all rights as Landlord against such property in order to satisfy all such obligations. Tenant also In connection with any storms, hurricanes, tornados or other natural agrees to repair any damage caused to the Premises by the removal of disasters, Tenant shall immediately repair the non-structural interior these items. Anything attached to the property by electrical, plumbing or portions of its Premises to the extent damaged by such an event. In the gas connections or anything attached to the ceilings, walls and floors event that the Premises is a free standing building,then in addition to such (including any carpeting).will remain the property of Landlord and shall non-structural interior portions of the Premises, Tenant shall also be not be removed from the Premises by Tenant..Any special equipment responsible for repairing any exterior improvements, including but not servicing the Premises, including on the roof or exterior of the Premises Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 11 v-20(b) (e.g. fire suppression systems, compactors, bailers, conveyor systems), a) Tenant is expressly prohibited from placing, erecting, or maintaining shall not be removed without Landlord's written prior consent. Any any sign, lettering,or advertising devices on, in, or about the windows or removal of such equipment without Landlord's prior written consent will doors of the Premises other than as specifically permitted by Section 47 result in Landlord charging Tenant for the cost of such equipment as new, below. as Additional Rent due. b) Tenant shall not conduct any auction, fire, bankruptcy, selling-out, or SECTION 37. RETURN OF PREMISES: If the Expiration Date occurs closing-out sale on or about the Premises. on a weekend day or a Federal holiday, the Premises shall be returned to the Landlord in accordance with this Section 37 no later tl an 5:00 p.m.on c) Tenant, its employees, or agents shall not mark, paint, drill or in any or before the last business day prior to such weekend day or Federal way deface any exterior or interior walls, ceilings, partitions, floors, or holiday. On or before the specified time Tenant shall deliver to Landlord ironwork without Landlord's written consent., which consent shall not be the Premises, all keys, locks thereto, and other fixtures connected unreasonably withheld or delayed. . . therewith and all alterations and additions made to or upon the Premises, in good condition subject to reasonable wear and tear_(including being d)Tenant will not install any equipment which exceeds the capacity of the broom swept/vacuumed), damage by fire or other casualty:only excepted. utility lines leading into the Premises or the building of which the Additionally, Tenant shall provide Landlord with all fire alarm and Premises constitutes a portion. security system access codes. Any remotely controlled HVAC, emergency or security systems or lighting controls must be disabled so e) Tenant shall give Landlord prompt written notice of any accident, fire that they can be controlled at the Premises. In the event of Tenant's failure or damage occurring on or to the Premises and shall immediately process to remove any of Tenant's property from the Premises,Landlord is hereby its claim through its Self-Insurance Fund for the interior inventory, authorized without liability to Tenant for loss or damage thereto, and at furniture,fixtures,equipment and tenant improvements the sole risk and cost of Tenant,to remove and store any of the property at Tenant's expense, or to retain same under Landlord's control or to sell at f)Tenant shall enlist the services of a waste company for all of its trash public or private sale, without notice,any or all of the property not so removal,which shall become subject to Landlord's approval if Tenant removed and to apply the net proceeds of such sale to the payment of any does not properly dispose of trash in a manner consistent with the other sum due hereunder. Landlord, at its sole option, may require Tenant, at tenants at the Shopping Center. If Landlord has elected to use one(1) Tenant's sole cost and expense,to place the Premises back to the original . compactor for the entire Shopping Center,Tenant agrees to participate condition as delivered to Tenant at the inception of this Lease. with the use of said compactor. If Tenant does not comply,Tenant will be in default under the Lease.All trash is to be placed in the common or SECTION 38. MODIFICATION, INTEGRATION AND individual compactor,dumpster or respective waste receptacle only and INTERPRETATION:This Lease contains the entire agreement between Tenant shall be responsible for cleaning up any trash or debris that is left the parties hereto and all prior negotiations. All negotiations, in any portion of the Shopping Center,including the Common Areas,that considerations,representations, and understandings between Landlord and relates to Tenant's use of the Premises or relates to Tenant's operations. Tenant are incorporated herein and may be modified or altered only by agreement in writing between Landlord and Tenant, and no act or • g) No radio, television, fiber-optic cable, satellite dish or other similar omission of any employee or agent of Landlord shall alter, change, or device shall be installed without obtaining in each instance, the written modify any of the provisions hereof. Tenant specifically acknowledges consent of Landlord,which consent shall not be unreasonably withheld or that it has freely negotiated this Lease and that it has not been influenced delayed.No aerial or satellite dish shall be erected on the roof or exterior to enter into this transaction. Tenant acknowledges that it has not relied walls of the building, or on the grounds without Landlord's written upon any warranties or representations not specifically set forth in this consent, which consent shall not be unreasonably withheld or delayed. Lease. Tenant specifically acknowledges-that the condition of the Any aerial or satellite dish so installed without such written consent of Premises or any building of which the Premises are a part are not a Landlord shall be removed promptly at the direction of Landlord. If significant inducement for entering into this Lease. Tenant further. . Landlord removes such equipment, Landlord shall not be liable for such acknowledges that Landlord's repair and/or maintenance of the Premises removal and disposal of such equipment. or any building of which the Premises may be part is not a significant inducement for entering into this Lease. In any controversy, dispute, or .h)The plumbing facilities shall not be used for any other purpose than for contest over the meaning, interpretation, validity,or enforceability of this which they are constructed. No foreign substance of any kind shall be Lease or any of its terms or conditions, there.shall be no inference, permitted therein, and the expenses of any breakage, stoppage, or damage presumption, or conclusion drawn whatsoever against either party by resulting from a violation of this provision shall be borne by Tenant. virtue of that party having drafted this Lease or any portion thereof. The Tenant shall be responsible for repairing all plumbing and electrical lines parties to this Lease agree that the terms of this Lease shall not be more inside of the Premises. Also, Tenant shall be responsible for the annual strictly construed against :Landlord,- or more favorably for Tenant, inspection and maintenance of the backflow preventer and the grease traps notwithstanding Landlord's presentation of this Lease. servicing the Premises, if applicable. Additionally, in the event that the backflow preventer and/or grease traps serving the Premises need to be SECTION 39.QUIET ENJOYMENT: Tenant,on:paying the rental and replaced at any time for any reason whatsoever,Tenant,at its sole cost and performing the conditions hereof, shall and may peaceably and quietly expense,shall be responsible for the replacement of same. have hold and enjoy the Premises throughout the term of the lease. i) Tenant is responsible for all pest control and exterminating within the SECTION 40. RULES AND REGULATIONS AND TENANT Premises at its sole cost and expense and shall maintain a monthly service OBLIGATIONS: Landlord reserves the right,to promulgate, and Tenant contract for pest control. agrees to comply with reasonable non-discriminatory Rules and Regulations for the Premises, Shopping Center and Common Areas j)Tenant, its employees and agents shall not solicit any business in the including but not limited to the following: Common Areas, parking lots or any other areas within the Shopping Center. Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 12 v-20(b) Tenant agrees that Landlord may from time to time to suspend, amend or supplement the foregoing rules and regulations, and to adopt additional SECTION 45. DELIVERIES: All loading of goods and deliveries of reasonable rules and regulations applicable to the Shopping Center.Notice goods shall be done only at such times, in the areas, and through the of such rules and regulations and amendments and supplements thereto, if entrances, designated for such purposes by Landlord. The delivery or any, shall be given to Tenant. shipping of merchandise, supplies and fixtures to and from the Premises shall be subject to such reasonable rules and regulations as in the judgment SECTION 41. LANDLORD'S RIGHTS: Landlord shall in no event be of Landlord are necessary for the proper operation of the Premises or the in default in the performance of any of Landlord's obligations hereunder Shopping Center. All deliveries must be made at the rear of the Premises unless and until Landlord shall have failed to perform such obligations and before 8:30 AM, EST, unless prior written consent is obtained from within thirty(30) days of written notice from Tenant, or such additional Landlord. Delivery vehicles shall not park in the streets or access roads in time as is reasonably required to correct any such default, provided the Shopping Center, including, but not limited to, the street directly in Landlord commences to cure within such thirty(30) day period and front of the Premises. Tenant shall advise its vendors of the delivery thereafter diligently prosecutes such cure to completion, after written requirements set forth in this section and Tenant shall be responsible and notice by Tenant properly specifying wherein Landlord has failed to liable for the actions of said vendors. Trailers or trucks shall not be perform such obligation. permitted to remain parked overnight in any area of the Shopping Center, whether loaded, unloaded or partially loaded or unloaded. Tenant shall be SECTION 42. AIR QUALITY; RADON GAS; MOLD: Landlord responsible for any damage to the Premises, the Common Areas or the makes no warranties or representations regarding indoor air quality or Shopping Center resulting from its deliveries. condition within the Premises or the Shopping Center. Furthermore, Landlord shall have no responsibility regarding indoor air quality or SECTION 46. DISPLAY RESTRICTIONS: Tenant will display and condition(through rent offset by Tenant or otherwise), such responsibility maintain the Premises in a first class manner at all times. Tenant cannot being solely that of Tenant. Tenant has conducted or has had the display any items or merchandise outside the Premises for sale including opportunity to conduct all testing regarding indoor air quality and at the front door and along the sidewalk of the Premises or of any condition, and hereby releases Landlord for any claim therefor. In Common Area. A violation of this clause by another Tenant located at the compliance with §404.056, Florida Statutes, Tenant is hereby made aware Shopping Center of which the Premises are a part,whether with or without of the following: Radon Gas is a naturally occurring radioactive gas that, the knowledge and/or consent of Landlord,does not permit Tenant to have when it has accumulated in a building in sufficient quantities,may present the same violation. health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State Guidelines have been found in buildings in SECTION 47. SIGNAGE/ADVERTISING: Tenant is responsible for Florida. Additional information regarding Radon and Radon testing may installing its own signage. TENANT SHALL PLACE A be obtained from your county public health unit. Tenant further PROFESSIONALLY PREPARED "COMING SOON" SIGN IN THE acknowledges that mold and fungi are naturally occurring conditions and FRONT WINDOW OF THE PREMISES WITHIN TEN (10) DAYS that mold or fungi may be present in the Premises at the commencement AFTER EXECUTING THIS LEASE. Tenant shall promptly erect a wall of the Lease and sometime during the Term. For the purposes hereof, sign within the area designated by Landlord,which sign shall be subject to fungi shall include any type or form of fungus, including mold or mildew the prior written review and approval of Landlord, which approval shall and any mycotoxins,spores, scents or byproducts produced or released by not be unreasonably withheld or delayed. Such signage must be installed fungi. To the extent allowable, and subject to the limitation on the no later than sixty (60) days after he date hereof Tenant must use the Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant same size letters,same style,color and system so that the sign conforms to acknowledges and agrees to indemnify and hold Landlord harmless from the other signs in the Shopping Center and to the sign criteria for the any bodily injury or property damages caused by exposure to radon, mold . Shopping Center. Tenant covenants that it will keep all wall and pylon or fungi, regardless if any other cause, event, material or product signs and any permitted directional signs under the canopy, as applicable, contributed concurrently or in any sequence to such injury or damages.All lit seven(7)days a week from one(1)hour before sunset until 11:00 PM. costs associated with testing, abating, removing, containing, neutralizing, In addition, Tenant will keep the lights in the front of its Premises, all treating, or in any way responding to or assessing the effects of radon, canopy lights, night lights and/or security lights on the Premises mold or fungi in the Premises shall be borne exclusively by Tenant,and to illuminated until from one hour before dusk until at least one hour after the extent allowable,and subject to the limitation on the Tenant's liability, sun rise. Tenant further covenants that any sign shall be maintained in as set forth in Section 768.28, Florida Statutes, Tenant expressly good condition and repair at all times. The sign criteria for the Premises indemnifies and holds Landlord harmless from any and all costs and shall be as follows: expenses related to such activities.Tenant acknowledges that it has had an opportunity to inspect the Premises and accepts it"AS IS". a) All signs must comply with local zoning and building department ordinances, codes and regulations. Landlord reserves the right to review SECTION 43. INDEPENDENT COVENANT: Each and every Rent all signs and must provide written approval of all shop drawings prior to obligation Tenant is obligated for under the terms of this Lease shall be submission for permit applications. deemed to be independent covenants to Landlord and shall remain independent covenants notwithstanding any other obligation Landlord b)The following signs are prohibited: may have to Tenant under the Lease. (1) flashing lights or animated signs, (2)audible devices and temperature SECTION 44.CLEANLINESS:Tenant shall maintain its show windows signs, (3)all styrofoam, plastic, foam and wood signs, (4) all paper signs in a neat and clean condition and shall keep sidewalks adjoining the and banners of any kind (unless professionally prepared). In the event of Premises clean and free from rubbish,and shall store all trash and garbage any court-ordered "going out of business" sales, signage ordered by the within the Premises and shall arrange for the regular pick up of trash and court only can be placed inside the storefront glass along the store garbage. Tenant shall not burn any trash of any kind in or about the elevation., (5) no flood lights, flags, pennants or signs held by ropes, (6) Shopping Center, nor shall Tenant permit rubbish, refuse, or garbage to no window signage, and (7) balloons, sandwich boards, sidewalk signs, accumulate or fire hazards to exist at the Premises. Tenant shall pay the portable signage, signs, characters or mascots, parking lot signage and the cost of removal of any of Tenant's garbage,refuse and rubbish. like. Tenant Landlord • _ City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 13 v-20(b) SECTION 5L. USE OF ADDITIONAL AREAS: The use and All signs are to be constructed at Tenant's sole cost and expense occupation of the Premises shall include the non-exclusive use, in (including all costs associated with the preparation of the façade and/or common with'others entitled thereto, of the Common Areas, employees' removal of the existing signage and for connecting the electricity to the parking areas, service roads, mails, loading facilities, sidewalks and sign) and installed only with proper permits and approvals by licensed customer car parking areas as such Common Areas now exist or as such sign and electrical contractors, which signs shall be deemed a fixture to Common Areas may hereafter be constructed, and other facilities as may the Premises. Tenant may not penetrate the building or façade in order to be designated from time to time by Landlord,subject however to the terms install signs. At Lease expiration, Tenant's signage must remain at the and conditions of this agreement and the Lease and to the reasonable rules Shopping Center until a subsequent tenant installs substitute signage and regulations for the u_se thereof as prescribed from time to time by unless otherwise directed by Landlord. If so requested, Tenant shall be Landlord. responsible for the removal of its signage, including cleaning and painting -• . the façade behind the removed signs. Any failure to comply with the SECTION 52. TENANT'S TAXES AND ASSESSMENTS: foregoing sentence shall result in the Tenant reimbursing Landlord for its INTENTIONALLY OMITTED. cost to repair the facade. To the extent this Lease provides Tenant with the right to place a sign or panel on Landlord's pylon sign monument in SECTION 53. FORCE MAJEURE: Neither Landlord nor Tenant shall the front of the Shopping Center, Tenant must first obtain Landlord's be liable for failure to perform any obligation under this Lease,except for written consent for the design of such sign or panel before installing same, the payment of money,in the event it is prevented from so performing by which consent shall not be unreasonably withheld or delayed. if Landlord strike, lockout, breakdown, accident, order or regulation of or by any provides such written consent, Tenant must use-a sign contractor that is governmental authority or failure to supply or inability by the exercise of approved by Landlord in writing, with the cost of such work being reasonable diligence to obtain supplies, parts or employees necessary to Tenant's responsibility. Tenant shall be responsible for any and all furnish such services or because of war or other emergency or for any damages caused by its contractors during the installation of Tenant's signs other cause beyond its reasonable control, but financial inability shall and Tenant shall be required to repair such damages to the satisfaction of never be deemed to be a cause beyond a party's reasonable control,and in Landlord,in Landlord's sole discretion. no event shall either party be excused or delayed in the payment of any money due under this Lease by reason of any of the foregoing. SECTION 48.PARKING:Tenant, store owners, store managers,and all other store employees must park in the rear parking lot only as specified SECTION 54. ADA/HANDICAPPED; CODE UPGRADES: Tenant by Landlord or such other areas as may be designated by Landlord from agrees, at its sole expense,to comply promptly with all current and future time to time. Front parking lots may,only be used by patrons and requirements, laws, ordinances, regulations or codes of any legally customers. No one will be permitted to park in the Shopping Center constituted authority that may have authority over the Premises, including overnight for any reason whatsoever. No storage of any merchandise or'. any ordinances or requirements for handicapped access to or inside of the goods may be stored outside of the Premises or in the parking lots for any Premises. Tenant shall be responsible for upgrading the Premises for any reason whatsoever. code upgrades that may be enacted in the future. With regards to the physical structure of the Premises, Tenant will comply with all SECTION 49. NON-WAIVER PROVISION: No assent, express or requirements to make necessary modifications that are readily achievable implied, by either party to any breach of any agreement or condition within the confines of the Premises. Tenant acknowledges that they will herein contained on the part of the applicable party to be performed or comply with the terms and conditions of the Federal Americans with observed, and no waiver, express or implied, of any such agreement or Disabilities Act ("ADA") and bring the physical components of the condition, shall be deemed to be a waiver of or assent to any succeeding Premises into compliance upon request. Tenant acknowledges and agrees breach of the same of any other agreement or condition;the acceptance by that Landlord shall have no obligation in any manner to Tenant or any Landlord of rent or other payment hereunder or silence by Landlord as to claimants on behalf of Tenant for the entrance to the Premises or the any breach shall not be construed as waiving any of Landlord's rights interior of the Premises. hereunder unless such waiver shall be in writing: SECTION 55. CONTROL OF COMMON AREAS BY LANDLORD: SECTION 50. NOTICE OF TERMINATION; OPTION,'TO All areas within the exterior boundaries of the Shopping Center which are RENEW; END OF LEASE TERM:If.Options to Renew are included in not now or hereafter held for lease or occupation by Landlord or used by the Preamble hereof and provided that no default exists beyond any other persons entitled to occupy floor space in the Shopping Center, applicable notice and cure,period,_-at-the commencement of the each including, without limiting the generality of the foregoing, all automobile Option term (the"Extended Term'');the Lease will automatically renew parking areas, driveways, entrances and exits thereto, employee parking and the Option will be deemed to be exercised,without the requirement of areas, the truck way or ways, loading docks, package pick-up stations, a further act, lease or agreement by either party, unless(i)Tenant,at least pedestrian sidewalks and ramps,landscaped areas,retaining walls,exterior two (2) full calendar months prior to the expiration of the then current stairways,:first aid stations, comfort stations, bus stops, opened and Term, shall give Landlord, notice in writing, by certified mail, return enclosed courts and malls and other areas and improvements provided by receipt requested,to the contrary: If such a notice is provided,the Term of Landlord in or-near the Shopping Center for the general use in common, the Lease shall terminate on the last day of the-original Term or the current by tenants, their officers, agents, employees and customers(herein called Extended Term, as the case may be. Absent such a notice and upon such "Common Areas") shall at all times be subject to the exclusive control - an extension, the Term shall be automatically extended for the period of and management of Landlord, and Landlord shall have the right, but not such Extended Term without the requirement of any further instrument, the obligation, to construct, maintain and operate lighting facilities on all upon all of the same terms and conditions and provisions set forth in this said areas and improvements, from time to time to change the area, level, Lease, except that, as set forth in Section P of the Preamble, the Annual location and arrangement of parking areas and other facilities herein above Base Rent payable during each Extended Term shall be increased every referred to to restrict parking by tenants, their officers, agents and January I thereafter, by an amount equal to three percent (3%) over the employees"to employee parking areas and to enforce parking charges(by •:prior year's Annual Base Rent operation of meters or otherwise), with appropriate provisions for free • parking ticket validating;or in;lieu thereof,to apply the net proceeds from • Tenant Landlord • • City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 14 v-20(b) • such charges, after deduction of costs applicable thereto, to the reduction of the cost of maintaining the parking facilities. - SECTION 59.HOLDOVER: If Tenant remains in the Premises for any time period beyond the expiration of this Lease (which shall include Landlord shall have the right to close all or any portion of the Common Tenant's failure to deliver the keys to the Landlord), such holding over Areas; to close temporarily all or any portion of the parking areas or shall be without right and shall not be deemed to create any tenancy, but facilities;to discourage non-customer parking;and to do and perform such Tenant shall be a tenant at sufferance only and Landlord shall be entitled other acts in and to said areas and improvements as Landlord shall to collect, in addition to any other remedies or amounts due under the determine to be advisable with a view to'the improvement of the terms of this Lease (exclusive of the Monthly Base Rent and Operating convenience and use thereof by tenants, their officers,agents, employees Expenses), an amount equal to two(2)times the Monthly Base Rent and and customers. Landlord shall have the full right and authority to employ Operating Expenses as compensation for such holdover(regardless of the all personnel and to make all rules and regulations pertaining to the proper length of Tenant's 'unauthorized holdover). This payment shall not operation and maintenance of the Common Areas. constitute Rent for such holdover period, but shall reimburse Landlord for the damages it suffers on account of such holdover. The parties hereto SECTION 56. CHANGES TO SHOPPING CENTER AND agree that in the event of a holdover, Landlord's damages will be difficult COMMON AREA: Landlord hereby reserves the right, at any time, to to ascertain and that Tenant specifically agrees that the aforementioned perform maintenance operations and to -make repairs, ';renovations, payment shall constitute appropriate compensation for such losses. alterations, or additions to, and to build additional stories on;the building in which the Premises are contained and to build adjoining the same. SECTION 60. MANAGING AGENT: Landlord may act and carry out Landlord also reserves the right to construct other buildings or all of its rights and obligations under this Lease through a managing agent. improvements, including, but not limited to, structures for motor vehicle Such agent will not incur liability for actions taken on behalf of Landlord. parking. Tenant agrees to cooperate with Landlord,permitting Landlord to The managing agent shall be RK Centers or such other agent as Landlord accomplish any such maintenance, repairs, renovations,; alterations, may appoint with or without notice to Tenant. Tenant may rely on the additions or construction. The purpose of the site plan attached hereto as apparent authority of the managing agent. Exhibit "A" only is to show the approximate location of the Premises. Landlord reserves the right, at any time,to add to or reduce or to relocate SECTION 61. NO OFFER: THE PRESENTATION OF THIS LEASE the various buildings, automobile parking areas, sidewalks, roadways, BY LANDLORD DOES NOT CONSTITUTE AN OFFER WHICH MAY curb cuts and any other Common Areas as shown on the site plan. BE ACCEPTED BY TENANT. THIS LEASE ONLY BECOMES Landlord may expand the Shopping Center beyond its present boundaries, VALID, BINDING AND EFFECTIVE UPON EXECUTION AND or may convey a portion of the Shopping Center to another party. The DELIVERY OF THIS LEASE BY BOTH LANDLORD AND TENANT. term "Shopping Center" shall be deemed to mean for all purposes FURTHER, EMPLOYEES OR AGENTS OF LANDLORD HAVE NO hereunder the entire development shown on Exhibit"A"including any and AUTHORITY TO MAKE OR AGREE TO MAKE A LEASE OR ANY all structures, parking facilities, roadways, common facilities and the like OTHER AGREEMENT OR UNDERTAKING IN CONNECTION built(or to be built)thereon and including any parking, access and utility HEREWITH. • easements appurtenant thereto, as the same may from time to-time be reduced by eminent domain takings, dedications to public authorities, or SECTION 62. ESTOPPEL CERTIFICATES: Tenant agrees, at any exclusions by Landlord of portions thereof,or increased by the addition of• time and from time to time,upon not less than ten(10)business days'prior other lands together with structures and the like thereon which may from written request by Landlord, to execute, acknowledge and deliver to time to time be designated by Landlord as. constituting part of the Landlord a statement in writing certifying that this Lease is unmodified Shopping Center, provided any additional lands shall only be deemed to and in full force and effect(or, if there have been modifications, that the be part of the Shopping Center if Landlord provides Tenant with a written - same are in full force and effect as modified and stating the notice of such inclusion. Additionally, Landlord, at its option,,but also modifications), that no uncured defaults exist hereunder (or if any such subject to Tenant's consent, reserves the right to direct Tenant to relocate • defaults exist, specifying'the same), and the dates to which the rent and into another space of similar square footage in the Shopping Center. other charges due hereunder have been paid in advance, if any it being Tenant shall be advised of said relocation on or before one hundred twenty intended that any such statement delivered pursuant to this Section may be (120) days prior to said relocation. In the event of such relocation, relied upon by any prospective purchaser or mortgagee of, or assignee of Landlord shall reimburse Tenant for the reasonable cost of moving any mortgage upon, the Shopping Center. Further, Tenant agrees that if it • Tenant's trade fixtures and furnishings from the original Premises to the shall fail at any time to execute, acknowledge and deliver any such new Premises,as well as any build out costs for the new space, so that the instrument within ten(10)business days after request,then Landlord may layout is similar to the Premises: In addition,Base Rent and all additional execute, acknowledge and deliver such instrument as the attorney-in-fact rent and charges due hereunder, shall be adjusted for variation in the of Tenant;and Tenant hereby makes,constitutes,and irrevocably appoints square footage of the new Premises. If requested by Landlord,Tenant will Landlord its attorney-in-fact for that purpose. execute an amendment to this Lease reflecting such relocation.- In the event Tenant shall not agree to the relocation as provided herein, at SECTION 63.MISCELLANEOUS: Landlord's option, this Lease shall be canceled and of no further force or • • effect, and Landlord shall not be liable to Tenant for any damages of any A. CAPTIONS, AND'SECTION NUMBERS: The captions in kind whatsoever. this Lease are for convenience of reference only and shall not define, modify, explain, amplify or limit the provisions, SECTION 57. SECURITY: Tenant acknowledges that Tenant assumes interpretation,construction,or meaning hereof. all responsibility and liability for the security for its own employees, agents, merchandise and fixtures within. the Premises, as well as for B. CONSTRUCTION OF CERTAIN TERMS: As used in this fixtures and/or equipment located outside of the,Premises but exclusively Lease, the, word. "person" shall mean and include where serving the Premises. Tenant, at its option, may enlist its own security appropriate;any individual,corporation,partnership or other entity; personnel and install its own security devices within the Premises. the plural shall be substituted for the singular,and the singular for the plural,where appropriate;and words of any gender shall mean SECTION 58.INTENTIONALLY DELETED. and include any other gender. = Tenant Landlord • City of Miami Beach,962-964 Normandy Drive,Miami Beach,'FL-Page 15 v-20(b) against any and all liabilities, losses, damages, penalties, costs, C. COUNTERPARTS: This Lease and any amendment hereof fees, expenses(including reasonable attorney fees and expenses may be executed in several counterparts and by each party on a and Landlord's express obligation of the duty to defend Tenant • separate counterpart, each.of which when so executed and and the Tenant Indemnified Parties for any Loss(es) (defined delivered shall.be an original, and all of which together shall below),causes of action, suits,claims,demands or judgments of constitute one instrument any nature whatsoever, howsoever caused ("Loss(es)") in connection with any claims for-a brokerage commission relating D. LIMITATION OF LIABILITY: The term"Landlord" as used to this Lease. .;` in this Lease,so far as covenants or obligations to be performed by Landlord are concerned, shall be limited to mean and include only K. GOVERNING LAW: This Lease shall be governed by and the owner or owners at the time in question of the Premises,and in construed and enforced in accordance with the laws of the State the event of any transfer or transfers of title to said property, of Florida and venue for all actions shall lie in Miami-Dade Landlord(and in case of any subsequent transfers or conveyances, County,Florida. the then grantor)shall be concurrently freed and relieved from and after the date of such transfer or conveyance, without any further L. MULTIPLE TENANT SIGNATORIES: Unless the instrument or agreement,of all liability as respects the performance authority is otherwise delegated to the City Manager in this of any covenants or obligations on the part of Landlord contained Lease, the Mayor and City Clerk shall be authorized to in this Lease thereafter to be performed, it being intended hereby execute any document, modification, cancellation, termination, that the covenants and obligations contained in this Lease on the amendment or other matter requiring a signature of the Tenant. part of Landlord, shall, subject as aforesaid, be binding on Landlord, its successors and assigns,only during and in respect of M. ENTIRE AGREEMENT: This Lease, including all exhibits their respective successive periods of ownership of said leasehold attached hereto, contains the entire agreement of the parties interest or fee, as the case may be. Tenant, its successors and hereto with respect to the matters covered thereby. This Lease assigns,shall not assert nor seek to enforce any claim for breach of cancels, voids and nullifies all prior lease agreements, this Lease against any of Landlord's assets other than Landlord's addendums, written agreements and oral agreements between interest in the Shopping Center and in the rents, issues and profits the parties. This Lease may not be amended, modified or thereof, and Tenant agrees to look solely to such interest for the supplemented except by written instrument executed. by satisfaction of any liability or claim against Landlord under this Landlord and Tenant. Lease,it being specifically agreed that in no event whatsoever shall • Landlord (which term shall include, without limitation, the N. TELECOPIED'AND EMAILED SIGNATURE PAGES: In Indemnified Parties)ever be personally liable for any such liability. order to expedite the transaction contemplated herein,telecopied or emailed signatures may used in place of original signatures E. RECORDING: The parties hereto agree not to record this -on this Lease. The parties intend to be bound by the signatures Lease. on the telecopied document, are aware that the other party will rely on the telecopied or emailed signatures and hereby waive F. CONFIDENTIALITY: INTENTIONALLY OMITTED. any defenses to the enforcement of the terms of this Lease based on the form of signature. G. SUCCESSORS AND ASSIGNS:The covenants and agreements of this Lease shall, subject to the terms of this Lease to the • contrary, be binding upon and inure to the benefit of the parties SECTION 64. GUARANTY OF LEASE OBLIGATIONS: hereto and their respective successors and assigns,as the case may. INTENTIONALLY OMITTED. be. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; H. LANDLORD-TENANT RELATIONSHIP: Landlord and SIGNATURE PAGE FOLLOWS Tenant are not creating a joint venture or partnership by the provisions of the Lease and they are and at all times shall remain in • the relationship of Landlord and Tenant. PARTIAL INVALIDITY OR UNENFORCEABILITY: The invalidity of one or more of the provisions of this Lease shall not affect the remaining portions of this Lease;and,if any one or more of the provisions of this Lease should be declared invalid by final order,decree or judgment of a court of competent jurisdiction,this • Lease shall be construed as if such invalid provisions had not been • included in this Lease. J. BROKERS: Other than in connection with any brokers listed in- the Preamble, there are no brokerage commissions due under this Lease or that shall become due upon the renewal or extension of this Lease. Landlord shall be responsible for paying any and all brokerage fees in connection with this Lease, including without limitation, the fees' owed to the brokers = identified in the Preamble. Landlord and Landlord Indemnified Parties hereby agree to defend,pay,protect,indemnify, save and - hold harmless Tenant and Tenant Indemnified Parties from and - Tenant Landlord City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 16 v-20(b) IN WITNESS WHEREOF, the parties hereto have hereunto executed this Lease, under seal, for the purpose herein expressed, the day and year above written. WITNESSED BY: LANDLORD: As to Landlord: RK 946-966 NORMANDY,LLC Print. . '1., ,*t (• 1 - /1 i 1iJ tifa1 By: r Daniel Kat' �! '.rent: 6 'i .0 u TENANT: / As to Tenant CITY OF MIAMI BEACH ■ / 3/if/IL .: Print: RAF E E. GRANADO, CITY CLERIC ..,, By _ y / 4 /' Name: PaiLIP_ ,'EVI°NE Ii Print: a„,Go/ii' Title: I&Y0'I Air I ip,`” ,. 1 si' ••.. \ ..... " / #'""s't' 0 / APPROVED AS TO .INCORP ORATED. .' FORM & LANGUAGE &F R EXECUTION . 1, '•....777...***.\CV 1 .Y."- 3-- WO'0 I b CH2r e 1'� `�� City Attorney .:, 1!/ Date City of Miami Beach,962-964 Normandy Drive,Miami Beach,FL—Page 17 v-20(b) EXHIBIT A SITE PLAN 14 .. • :a1 RP ' a l.. r Il....ue�wlTi. J• 91P I 4 01, 4 Xr — ?- - - ° I^'- .s�9° P"'� .k �'. .. -. ,, ,.. tom _ ea •. 1 Z , ;•'' Yo..‘,-.' '*' , ...* -',. - "'" E' 'iP1--..-''. ''. ':: '1:-"`-'-- .-'; A. -,t- - 4,, .,.- :,,. y V -1 4 . ; : 1 ,w 1 Via- i..a •r. 4 is _, '� „_•�. �1,�• +' Y .,tl 1 .. 1•'�.y,1 y, �y,M,,,[jy, ,.�'�4�'L'-•�11.s�:< _ '+�, 5 .`- f ' .b . • Yom. rti S` x ... ♦ ,gyp y 1* �• e r , • ~ .•.• 1 ,may .;:jr.,,,C }•lit • ,1 a . • ... —....4. I ic _, " - 1 L