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HomeMy Public PortalAbout16-9167 Lease Agreement w/Arts Academy of Excellence Sponsored by: Vice Mayor Holmes RESOLUTION NO. 16-9167 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT (EXHIBIT "A") WITH ARTS ACADEMY OF EXCELLENCE, INC., TO OCCUPY RENTAL SPACE AT 780 FISHERMAN STREET; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Arts Academy of Excellence, Inc., desires to lease space at 780 Fisherman Street; and WHEREAS, The City, as landlord, has an obligation to secure suitable tenants for occupancy at 780 Fisherman Street; and WHEREAS, The City and Arts Academy of Excellence mutually desire to enter into a lease agreement (Exhibit "A") for space at 780 Fisherman Street. NOW THEREFORE BE IT RESOLVED THAT THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission hereby authorizes the City Manager to execute a lease agreement (Exhibit "A") with Arts Academy of Excellence, Inc. for space at 780 Fisherman Street. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 9th day of March, 2016. M If a . Taylor Mayor Resolution No. 16-9167 Attest to: Approved as to form and legal sufficiency: J nna Flores Vincent T. Brown, Esq. City Clerk The Brown Law Group, LLC City Attorney Moved by: VICE MAYOR HOLMES Seconded by: COMMISSIONER PINDER Commissioner Vote: 5-0 Commissioner Kelley: YES Commissioner Pinder: YES Commissioner Santiago: YES Vice Mayor Holmes: YES Mayor Taylor: YES LEASE AGREEMENT DATE OF LEASE COMMENCEMENT: As of July 1, 2016 ARTICLE I REFERENCE DATA 1.1 SUBJECTS REFERRED TO: Each reference in this Lease to any of the following terms shall incorporate the data stated for that subject inthis Section 1.1 1.1.1 LANDLORD: THE CITY OF OPA-LOCKA, FLORIDA 1.1.2 MANAGING AGENT: NONE AT PRESENT 1.1.3 LANDLORD'S REPRESENTATIVE: OFFICE OF CITY ATTORNEY 1.1.4 TENANT: ARTS ACADEMY OF EXCELLENCE, INC. 1.1.5 TENANT'S ADDRESS (FOR NOTICE & BILLING): The Premises or, prior to Tenant occupying the Premises, 780 Fisherman Street, Suite , Opa-Locka, Florida 33054 1.1.6 TENANT'S REPRESENTATIVE: [ 1.1.7 BUILDING: Town Center I—780 Fisherman Street Opa-locka, FL 33054 1.1.8 LOT: The parcel of land at 780 Fisherman Street, Opa-locka, Florida 33054, on which the Building is located 1.1.9 TENANT'S SPACE: Suitable location within the Building, constituting 14,026 square feet within the building. 1.1.10 RENTABLE FLOOR AREA OF TENANT'S SPACE: 14,026 square feet 1.1.11 TOTAL RENTABLE FLOOR AREA OF THE BUILDING: 78,488 square feet 1.1.12 TENANT'S PROPORTIONATE SHARE: 18% 1.1.13 EFFECTIVE DATE: July 1, 2016 Arts Academy of Excellence Lease July 1, 2016 1 Tenant Landlord 1.1.14 TERM COMMENCEMENT DATE: July 1, 2016 1.1.15 TERM EXPIRATION DATE: The last day of the month that is twenty-four (24) full calendar months after the first day of the calendar month after the Commencement Date, which is June 30, 2018. The City shall inquire of Tenant's plan to re-lease the space on or before May 1, 2018. 1.1.16 TERM: Two (2) years 1.1.17 ANNUAL AND MONTHLY BASE RENT INSTALLMENTS: Monthly rent shall be Twenty Thousand Four Hundred Fifty-Four Dollars and 58/00 Cents($20,454.58),which is $17.50 per sq ft, ($245,455.00 per year)divided by 12. (All Rental amounts will be taxed at the applicable tax rate (7%),unless Tenant is a verified registered Tax Exempt entity). 1.1.18 INTENTIONALLY LEFT BLANK 1.1.19 SECURITY DEPOSIT: Amount Equivalent to One Month's Base Rent 1.1.20 PERMITTED USE: Academic Institution 1.1.21 BROKERS: None 1.2 EXHIBITS AND SCHEDULES: The exhibits and schedules listed below in this Section are incorporated in this Lease by reference and are to be construed as part of this Lease. EXHIBIT A: Rules and Regulations SCHEDULE 3.1: Work Letter ARTICLE 2 PREMISES AND PERM 2.1 PREMISES: Subject to and with the benefit of the provisions of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, Tenant's Space in the Building located on the Lot, excluding exterior faces of exterior walls, the common facilities and building service fixtures and equipment serving exclusively or in common other parts of the Building. Tenant's Space, with such exclusions, is referred to in this instrument as the "Premises." The Lot and the Building are sometimes referred to in this instrument as the "Property." 211 Tenant shall have, as appurtenant to the Premises, the right to use in Arts Academy of Excellence Lease July 1, 2016 2 common with others entitled thereto, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice, common facilities included in the Building or on the Lot, including use of the parking areas, as set forth below to the extent from time to time designated by Landlord and the Building and service fixtures and equipment serving the Premises. 212 Tenant shall have use of the parking areas provided for the common use of all tenants and their guests, subject to rules and regulations which may be promulgated by Landlord from time to time. 213 Landlord reserves the right from time to time,without unreasonable interference with Tenant's use, (a)to install,repair,remove,use,maintain and relocate for service to the Premises and to other parts of the Building, service fixtures and equipment wherever located in the Building and (b) to alter or relocate any other common facility, including the parking areas, provided that substitutions are substantially equivalent or better. 2.2 TERM: To have and to hold for the term beginning on the Commencement Date and ending on the Expiration Date (the "Term"), unless sooner terminated as provided in Section 7.1 or in Article 9. See Section 4.1 below relative to the Rent Commencement Date. ARTICLE 3 CONSTRUCTION 3.1 DELIVERY OF PREMISES: Landlord shall deliver the Premises to Tenant with the Premises finished as described in Schedule 3.1. 3.2 ACCESS: Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Commencement Date when such installation can be done without material interference with remaining work. Such access shall be subject to the provisions of this Lease, except for payment of Base Rent. Tenant shall indemnify and save Landlord harmless from and against any and all direct or indirect, expected or unexpected loss, liability, damage, cost and expense, including without limitation attorneys' fees and costs, claimed for or actually arising from, growing out of or related to any act, negligence or failure to act of Tenant or anyone entering the Premises or Building with Tenant's permission. The provisions of this Section shall survive the termination of this Lease. 3.3 GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION: All construction work required or permitted by this Lease, whether by Landlord or by Tenant, shall be done in a good and workmanlike manner and in compliance with all applicable laws and all lawful ordinances, regulations and orders of governmental authority and insurers of the Building.Either party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Landlord shall have no further obligation to fund or complete construction work once the Landlord's obligations contained in Section 3.1 have been fulfilled. 3.4 REPRESENTATIVES: Each party authorizes the other to rely in connection with their Arts Academy of Excellence Lease July 1, 2016 3 respective rights and obligations under this Article 3 upon approval and other actions on the party's behalf by Landlord's Representative in the case of Landlord or Tenant's Representative in the case of Tenant or by any person designated in substitution or addition by notice to the relying party. 3.5 TENANT ALTERATIONS: Tenant shall not make any changes or alterations to the Premises without Landlord's prior written consent; and shall not in any event make unauthorized structural changes or additions to the Building or Premises or changes or additions to the heating, ventilating and air conditioning or other systems of the Building, consent to which may be withheld by Landlord in its sole discretion. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. All Tenant alterations shall be accomplished in a good and workmanlike manner at Tenant's sole expense, in conformity will all Applicable Laws, by a licensed and bonded contractor approved in advance by Landlord, such approval not to be unreasonably withheld or delayed. Upon completion of any such work,Tenant shall provide Landlord with "as built" plans, copies of all construction contracts, and proof of payment for all labor and materials. Any Tenant alterations to the Premises made by or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at its option, may require Tenant to remove any additions and/or repair any alterations to restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal or alterations to be borne by Tenant. This clause will not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant if (a) such equipment, furniture and trade fixtures are not then subject to any other rights, liens and interests of Landlord, or(b)Tenant is not then in default. 3.6 NO LIENS: Tenant shall pay promptly, when due, the entire cost of any work done on the Premises by Tenant, its agent, employees or independent contractors. Tenant shall have no authority or power, express or implied, to create or cause any construction lien or mechanics' or materialmen's lien or claim of any kind against the Premises,the Property or any portion thereof. Tenant will promptly cause any such liens or claims to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and will indemnify Landlord against losses arising out of any such claim including, without limitation, legal fees and court costs. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT,AND THAT NO MECHANICS OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. TENANT WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY TENANT PROVIDING LABOR, SERVICES OR MATERIAL TO THE PREMISES. Arts Academy of Excellence Lease July 1, 2016 4 ARTICLE 4 RENT 4.1 RENT: Tenant agrees to pay, without any offset or reduction whatsoever, to Landlord fixed rent equal to one twelfth (1/12) of the annual installments of Base Rent in equal installments as described in Section 1.1.17 above,in advance on the first day of each calendar month of the Term, beginning on the first day of the first(1st) full calendar month. The Base Rent shall be applicable for the Tern commencing on the Term Commencement Date (the "Rent Commencement Date"). Base Rent for a first or last, partial month shall be prorated and the first or last Lease Year shall, if so applicable, be greater than 12 months. Tenant shall pay, with each payment of Rent, all sales and other applicable taxes which may be due or payable thereon. 4.2 OPERATING COSTS AND TAXES;ESCALATION: 4.2.1 As used in this Section, these words and terms shall have the following meanings: (a) "Base Year" shall mean the twelve(12)month period commencing on the Term Commencement Date. (b) "Operating Costs" shall mean all costs incurred and expenditures made by Landlord in the operation and management of the Building and the Lot, including management and maintenance of the parking areas,exclusive of financing expenses,as determined in accordance with generally accepted accounting principles. Operating Costs include, without limitation, the cost of cleaning, security and janitorial service (including costs of materials and equipment); maintenance and repairs to the Property (including debris, landscaping, repair of heating and air conditioning equipment, elevator maintenance and maintenance of other Building components); payments under all service contracts relating to the operation and maintenance of the Property; management fees; wages, salaries; benefits, payroll taxes and unemployment compensation insurance for employees of Landlord or any contractor of Landlord engaged in the cleaning, operation, maintenance or security of the Property; insurance relating to the Property; legal fees related to the management of tenants and operations of the Property;auditing expenses; any capital expenditure made by Landlord following the Commencement Date for the purpose of reducing other operating expenses or complying with any governmental requirement so long as such expenditure is amortized in accord with generally accepted accounting principles, provided however,that no other capital expenditure shall be deemed an Operating Cost for purposes hereof; payments other than Taxes (as hereinafter defined) (including, but not limited to,water and sewer charges,special assessments and other user fees),supplies and all other expenses customarily incurred in connection with the operation of buildings similar to the Building. Operating Costs for the first year of this lease shall be per . Each year thereafter, the Operating Costs shall increase by ( )each year thereafter. (c) "Taxes" shall mean all payments, all taxes, assessments and betterments levied, assessed or imposed by any governmental or regulatO l y authority upon or against the Property Arts Academy of Excellence Lease July 1, 2016 5 or payments in lieu therefor. If, at any time during the Term, any tax or excise on rents or other taxes, however described, are levied or assessed against Landlord with respect to the rent reserved hereunder, either wholly or partially in substitution for real estate taxes assessed or levied on the Property, or payments in lieu thereof, such tax or excise on rents shall be included in Taxes; however, Taxes shall not include franchise, estate, inheritance, succession, capital levy, transfer, income or excess profits taxes assessed on Landlord. (d) "Operating Cost Escalation Statement" shall mean statements in writing signed by Landlord setting forth the amounts payable by Tenant for a specified calendar year or other computation period pursuant to this Section. (e) "Tax Escalation Statements" shall mean statements in writing signed by Landlord setting forth the amounts payable by Tenant for a specified calendar year or other computation period pursuant to this Section. (f) "Tenant's Proportionate Share" shall mean the percentage shown in Section 1.1.12 above. Tenant's Proportionate Share shall be subject to change from time to time as and if the gross rentable square footage of either the Premises or the Building changes. If the Property is a multi-building project and any tax expense,insurance expense, or other Operating Cost is not assessed separately or charged specifically to the Building, but is charged against the Property as a whole, Landlord shall reasonably determine the portion of such Operating Costs chargeable to Tenant. 4.2.2 Commencing with the first calendar month after the end of the Base Year, Tenant shall pay to Landlord an amount equal to Tenant's Proportionate Share of the Taxes any increase in the Taxes over the Base Year Taxes (the "Tax Cost Excess"). Such amount or amounts shall be estimated by Landlord and due in monthly installments,together with Tenant's payments of Base Rent. At the end of each calendar year,Landlord shall compute the actual Tax Cost Excess, and shall inform Tenant of the amount in the Tax Escalation Statement. Tenant shall be given a credit against its payment of any future Tax Cost Excess for any overpayment of Taxes Tax Cost Excess that shall have been paid up to the time of such statement. If Tenant has underpaid, then Tenant shall pay the balance due to Landlord within thirty (30) days of the date of the Tax Escalation Statement, unless the statement is rendered at the end of the Term, in which case any underpayment due Landlord will be paid by check at the time Tenant delivers the Premises to Landlord, and any overpayment due Tenant will be promptly refunded by Landlord. If this Lease shall continue or terminate in the middle of a calendar year, Tenant shall be liable for only that portion of the Tax Cost Excess in respect of such calendar year represented by a fraction,the numerator of which is the number of clays of the Term which fall within the calendar year and the denominator of which is three hundred sixty-five(365). 4.2.3 Commencing with the first calendar month after the end of the Base Year, Tenant shall pay to Landlord an amount equal to Tenant's Proportionate Share of any increase in the Operating Costs over the Base Year Operating Costs (the "Operating Cost Excess"). Such amount or amounts shall be estimated by Landlord and due in monthly, together with Tenant's payments of Base Rent. At the end of each calendar year, Landlord shall compute the actual Operating Cost Excess, and shall inform Tenant of the amount in the Operating Cost Escalation Arts Academy of Excellence Lease July 1, 2016 6 Statement. Tenant shall be given a credit against its payment of any future Tax Cost Excess for any overpayment of Operating Cost Excess that shall have been paid up to the time of such statement. If Tenant has underpaid,then Tenant shall pay the balance due to Landlord within thirty(30)clays of the elate of the Operating Cost Escalation Statement,unless the statement is rendered at the end of the Tenn,in which case any underpayment due Landlord will be paid by check at the time Tenant delivers the Premises to Landlord, and any overpayment due Tenant will be promptly refunded by Landlord. If this Lease shall commence or terminate in the middle of a calendar year, Tenant shall be liable for only that portion of the Operating Cost Excess in respect of such calendar year represented by a fraction, the numerator of which is the number of clays of the Term which fall within the calendar year and the denominator of which is three hundred sixty-five(365). 4.2.4 If,after Tenant shall have made any payment of Tax Cost Excess to Landlord pursuant to this Section, Landlord shall receive a refund of any portion of Taxes paid by Tenant during the Term hereof as a result of abatement of such Taxes by legal proceedings, settlement or otherwise, Landlord shall pay or credit to Tenant the Tenant's share of the refund (less the proportional, pro rata expenses, including attorney's fees and appraiser's fees, incurred in connection with obtaining any such refund), as related to Taxes paid by Tenant to Landlord with respect to any portion of the Term for which a refund is obtained. Tenant shall have no right to seek or to control any abatement, dispute, or other proceedings with any other governmental agency or entity. 4.2.5 Any disputes arising with respect to the amount of any payment due under this Section shall, upon request by either party, be finally determined by a court of competent jurisdiction in Miami-Dade County, Florida. Tenant shall pay all of its costs and expenses of litigation, and if said litigation determines that the amount stated in the Tax Escalation Statement or Operating Cost Escalation Statement is not more than ten percent (10%) above the Tax Cost Excess or the Operating Cost Excess, respectively, as billed to Tenant, Tenant shall also pay all of Landlord's costs and expenses of litigation, including, without limitation, the fees of experts and reasonable attorney'. fees. Any obligation of Tenant under this Section whish shall not have been paid at the expiration of the Term shall survive such expiration and shall be paid when and as the amount of same shall be determined together with interest thereon at the prime rate of interest then currently charged by Bank of America,N.A. (or, if applicable, its successors)plus 2%from the elate the sum was first due to Landlord. 4.2.6 The additional rent required to be paid by Tenant under this Section,together with the Base Rent and any other sums due Landlord under this Lease,is hereinafter collectively called the "Rent." 4.3 PAYMENTS:All payments of Rent shall be made to Landlord,or to such other person as Landlord may from time to time designate. 4.4 LATE CHARGES: If any Base Rent or other payment due under this Lease is not received by Landlord within ten (10) days of the due date of such payment, Tenant shall pay in addition to such payment a late charge equal to the greater of 5%of the payment which is past due or Two Hundred Fifty Dollars and No Cents ($250.00). If any payment due from Tenant shall remain overdue for more than ten (10) days, interest shall accrue daily on the past due amount Arts Academy of Excellence Lease July 1, 2016 7 from the date such amount was due until paid or judgment is entered at a rate equivalent to the lesser of eighteen percent (18%) per annum or the highest rate permitted by law. Interest on the past due amount shall be in addition to and not in lieu of the five percent (5%) or $250.00 late charge or any other remedy available to Landlord. 4.5 ELECTRICITY: Tenant shall pay for all electricity consumed in Tenant's Space. The consumption shall be measured by an independent meter installed specifically for the Premises. The meter shall be in the name of Tenant, who shall have sole responsibility for paying this expense directly to the utility company. The consumption of electricity for common areas will be paid for by Landlord, and included in Operating Costs. 4.6 NET LEASE. This Lease shall be deemed and construed to be a "net lease" and Tenant shall pay to Landlord, absolutely net throughout the term of this Lease,the Base Rent, and other payments hereunder,free of any charges,assessments, impositions or deductions of any kind and without abatement deduction or set-off,other than as herein expressly provided for,and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder except as herein otherwise expressly setfolih. ARTICLE 5 LANDLORD'S OBLIGATIONS 5.1 LANDLORD'S SERVICES DURING THE TERM: Landlord shall perform the following during the Term. 5.1.1 Building Services: Landlord will furnish the following services to Tenant, the cost of which shall be included in OperatingCosts: (a) Cleaning of the common areas of the Building on Monday through Friday, except for national, state and local holidays and for weekends, including holiday weekends; Arts Academy of Excellence Lease July 1, 2016 8 (b) Automatically operated passenger elevator service and water at those points of supply provided for general use of its tenants; (c) Freight elevators on an "as available" basis for incidental use by Tenant; (d) Maintenance and repair of the exterior of the Building and the Building grounds,including shrubbery and the parking lot area;and (e) Security service for the Building. 5.12 Additional Building Services: Landlord shall furnish, solely at Landlord's election,through Landlord's employees or independent contractors, reasonable additional Building operation services upon reasonable advance request of Tenant at equitable rates as from time to time established by Landlord to be paid by Tenant. 5.13 Repairs: Except as otherwise provided in Article 7, Landlord shall make such repairs to the roof, exterior walls, floor slabs and common facilities of the Building as may be necessary to keep them in serviceable condition. It is agreed upon between Landlord and Tenant that the Landlord shall be responsible for the maintenance and upkeep of the outside of the Building and all repairs to the Leased Premises, including electrical, plumbing and air conditioning within the Building, unless damage was caused by the direct or indirect negligence or fault of Tenant, its employees, agents or invitees, in which event Tenant shall be responsible for said costs, which Landlord may charge to Tenant as additional rent. If the Leased Premises become tenantable by reason of fire, windstorm or other events beyond the control of Tenant or Landlord, then during such period the rental provided herein shall cease and be abated and the Landlord shall have a reasonable time during which to make the required repairs, or in the event Landlord elects not to rebuild or repair the Leased Premises, which election shall be in the sole direction of the Landlord, then this Lease shall thereupon cease and be deemed terminated. 5.2 QUIET ENJOYMENT: Landlord has the right to make this Lease and Tenant, on paying the rent and performing its obligations hereunder, shall peacefully and quietly have, hold and enjoy the Premises throughout the Term without any manner of hindrance or molestation from Landlord or anyone acting on behalf of Landlord, subject, however, to all the terms and provisions hereof.Landlord shall not be liable to Tenant,which shall have no recourse against Landlord,by reason of interference with quiet enjoyment caused by other tenants. 5.3 INTERRUPTIONS: 5.3.1 Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business arising from power losses or shortages or from the necessity of Landlord's entering the Premises for any of the purposes in this Lease authorized, or for repairing the Premises or any portion of the Property. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any Arts Academy of Excellence Lease July 1, 2016 9 service or performing any other covenant or duty to be performed on Landlord's part,by reason of any cause reasonably beyond Landlord's control, Landlord shall not be liable to Tenant therefor, nor shall Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive,total or partial, eviction from the Premises. 5.32 Landlord reserves the right to stop any service or utility system when necessary by reason of accident or emergency or until necessary repairs have been completed. Except in case of emergency repairs,Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof. ARTICLE 6 TENANT'S COVENANTS 6.1 1'ENANT'S COVENANTS DURING THE TERM: Tenant covenants during the Term and such further time as Tenant occupies any part of the Premises, to do and perfolm the following matters. 6.1.1 Tenant's Payments: Tenant shall pay,when due,(a)all Base Rent and additional rent, (b) all taxes which may be imposed on Tenant's personal property in the Premises (including, without limitation, Tenant's fixtures and equipment) regardless to whomever assessed,(c)all sales taxes which may be imposed on the payment by Tenant of Base Rent and/or additional rent due hereunder, (d) all charges for telephone, electricity and other utility services (including service inspections therefor) rendered to the Premises and separately metered or billed to Tenant, and(e)as additional rent, all charges of Landlord rendered pursuant to Section 4.2 hereof and any other sums due Landlord pursuant to this Lease. 6.1.2 Repairs and Yielding Up: Tenant shall keep the Premises in good order, repair and condition,reasonable wear only excepted; at the expiration or termination of this Lease, Tenant shall peaceably yield up the Premises and all changes and additions therein in such order, repair and condition. Subject to the provisions of Section 3.5, Tenant shall remove all personal property of Tenant, and any items required to be removed by Landlord pursuant to Section 3.5 or otherwise, repairing all damage caused by such removal and restoring the Premises and leaving them clean and neat. Any property remaining on the Premises may, at Landlord's discretion, be removed, destroyed, sold,stored or otherwise disposed of at Tenant's cost. 6.1.3 Occupancy and Use: Tenant shall,continuously from the Commencement Date, use and occupy the Premises only for the Pemlitted Use, and shall not injure or deface the Premises or Property, and shall not permit in the Premises any auction, sale, nuisance or the emission from the Premises of any objectionable noise or odor,nor any use which is improper, offensive,contrary to law or ordinances,or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or,addition to the Building,nor cause the violation of any laws,ordinances,building codes,rules or regulations, any order or judgment,permit or license, of any federal, state or local governmental or regulatory entity having jurisdiction over or application Arts Academy of Excellence Lease July 1,2016 10 to the Property, including but not limited to the Board of Fire Underwriters and the Americans with Disabilities Act and all regulations and orders promulgated to such act(collectively, "Applicable Laws"); Tenant warrants that all improvements or alterations of the Premises made by Tenant or Tenant's employees, agents or contractors, either prior to Tenant's occupancy of the Premises or at any time during the term of this Lease, will comply with all Applicable Laws. Tenant will procure at its own expense all permits and licenses required for the transaction of its business in the Premises. 6.1.4 Hazardous Materials: Throughout the Term, Tenant shall prevent the presence,use,generation,release, discharge, storage,disposal,or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above,to, or from the Premises other than in strict compliance with Applicable Laws. For purposes of this provision, the term "Hazardous Materials" will mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances,or which require special handling or treatment,under any Applicable Laws. If Tenant's activities at the Premises or Tenant's use ofthe Premises(a)results in a release of Hazardous Materials that is not in compliance with Applicable Laws or permits issued thereunder; (b) gives rise to any claim or requires a response under common law or Applicable Laws or permits issued thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Tenant shall, at its sole cost and expense: (i) immediately, or as soon as practicable, provide verbal notice thereof to Landlord as well as written notice to Landlord in the manner required by this Lease,which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (ii) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord's approval of the remediation plan to be undertaken. 6.1.5 Rules and Regulations: Tenant shall comply with the Rules and Regulations set forth in Exhibit B and all other reasonable Rules and Regulations hereafter made by Landlord, of which Tenant shall have been notified, for the care and use of the Property. 6.1.6 Safety Appliances: Tenant shall keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public authority because of any use made by Tenant and to procure all licenses and permits so required and, if requested by Landlord, shall do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant's Permitted Use. 6.1.7 Assignment and Subletting: Tenant shall not,without the prior written consent of Landlord, assign this lease, make any sublease or permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that Landlord shall not unreasonably withhold or delay its consent herein required). Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No consent by Landlord shall affect the continuing liability of Tenant(which, following assignment, shall be joint and several with the assignee), and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Any permitted assignee, subtenant or other occupant must deliver a written instrument to Landlord, in form and substance reasonably satisfactory Arts Academy of Excellence Lease July 1, 2016 11 to Landlord,by which such assignee, subtenant or other occupant agrees to be bound by and assume all obligations of Tenant under this Lease relating to the portion of the Premises acquired by such assignee, subtenant or other occupant. Any attempted assignment, subleasing or other occupancy not approved by Landlord as required by this Subsection 6.1.7 shall be void and a default under this Lease; any net income (after commercially reasonable brokerage fees and out of pocket costs of leasing) which is payable to Tenant in connection with such subleasing or assignment or occupancy, in excess of the sums due Landlord by Tenant under this Lease, shall be payable one-half to Landlord, and one-half may be retained by Tenant. 6.1.8 Loading: Tenant shall not place a load upon the Premises exceeding an average rate of fifty(50) pounds of live load per square foot of floor area, and shall not move any safe, vault or other heavy equipment in, about or out of the Premises, except in such manner and at such times as Landlord shall in each instance approve. Tenant's business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other leased space in the Building shall be placed and maintained by Tenant in settings of cork, rubber, spring or other types of vibration eliminators sufficient to eliminate such vibration or noise. 6.1.9 Landlord's Costs: In case Landlord shall, without any fault on its part, be made party to any litigation commenced by or against Tenant or by or against any parties in possession of the Premises or any part thereof claiming under Tenant, Tenant shall pay, as additional rent, all costs including, without implied limitation, reasonable attorneys' fees incurred by or imposed upon Landlord in connection with such litigation and, as additional rent, shall also pay all such costs and fees incurred by Landlord for any obligations of Tenant under this Lease. 6.1.10 Tenant's Property: All the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by,through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the Property shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Landlord unless located off the Premises and due to the willful act or gross negligence ofLandlord. 6.1.11 Holdover: Tenant shall pay to Landlord twice the total of the Base Rent and additional rent then applicable for each month or portion thereof, in the event that Tenant shall retain possession of the Premises or any part thereof after the termination of this Lease,whether by lapse of time or otherwise,and shall also pay all damages sustained by Landlord on account thereof The provisions of this Subsection shall not operate as a waiver by Landlord of any right of re-entry provided in this Lease, at the option of Landlord exercised by written notice given to Tenant while such holding over continues. Such holding over shall, at Landlord's option, exercised by written notice at any time during the holding over, constitute an extension of this Lease for a period of one (1)year. Arts Academy of Excellence Lease July 1, 2016 12 ARTICLE 7 CASUALTY AND TAKING 7.1 CASUALTY AND TAKING: In case during the Term all or any substantial part of the Premises, the Building or Lot or any one or more of them, are damaged materially by fire or any other cause, this Lease shall terminate at Landlord's election, which may be made, notwithstanding that Landlord's entire interest may have been divested, by notice given to Tenant within sixty (60) days after the occurrence of the event giving rise to the election to terminate, which notice shall specify the effective date of termination which shall not be less than thirty(30) nor more than sixty (60) clays after the date of the notice of such termination. In case during the Term all or any substantial part of the Premises shall be taken by eminent domain, then either Landlord or Tenant may within sixty (60) days after receipt of notice of such taking by notice in writing to the other terminate this Lease as of the date of actual physical taking of possession under such taking. If in any such case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence to put the Premises, or, in the case of taking,what may remain thereof(excluding any items installed or paid for by Tenant,which Tenant may be required or permitted to remove),into proper condition for use and occupation to the extent permitted by the net award of insurance or damages and applicable laws then in effect and a just proportion of the Base Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises or such remainder shall have been substantially completed by Landlord in such condition, and in case of a taking which permanently reduces the area of the Premises, a just proportion of the Base Rent and additional rent shall be abated for the remainder of the Term and an appropriate adjustment shall be made to the annual estimated Operating Costs. 7.2 RESERVATION OF AWARD: Landlord reserves to itself any and all rights to receive awards made for damages to the Premises, Building or Lot and the leasehold hereby created,or any one or more of them,accruing by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other authority. Tenant hereby releases and assigns to Landlord all Tenant's rights to such awards, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request,hereby irrevocably designating and appointing Landlord as its attorney-in-fact to execute and deliver in Tenant's name, it being agreed and understood, however, that Landlord does not reserve to itself and Tenant does not assign to Landlord any damages payable for (i) movable trade fixtures installed by Tenant or anybody claiming under Tenant, at its own expense, or (ii) relocation expenses recoverable by Tenant from such authority in a separate action. ARTICLE 8 RIGHTS OF MORTGAGEE 8.1 PRIORITY OF LEASE: Landlord or any mortgagee of Landlord,from time to time, shall have the option to subordinate this Lease to any mortgage or deed of trust(a "Mortgage") of the Lot or Building, or both (the "Mortgaged Premises"), provided that the holder thereof ("Mortgagee")agrees in writing to recognize the rights of Tenant under this Lease and to accept Tenant Arts Academy of Excellence Lease July 1, 2016 13 as a tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or otherwise;Tenant agrees to recognize Mortgagee as Landlord in such event. The provisions of this Section 8.1 shall bind and inure to the benefit of the successors and assigns of Tenant and of Mortgagee and upon anyone purchasing the Mortgaged Premises at any foreclosure sale or otherwise.Any such Mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the Mortgagee deems usual or customary. 8.2 LIMITATION ON MORTGAGEE'S LIABILITY:Upon entry and taking possession of the Mortgaged Premises for any purpose other than foreclosure, Mortgagee shall have all rights of Landlord and, during the period of such possession, the duty to perform all Landlord's obligations hereunder. Except during such period of possession, no such holder shall be liable, either as mortgagee or as holder of a collateral assignment of this Lease, to perfoml or be liable in damages for failure to perform, any of the obligations of Landlord, unless and until such holder shall enter and take possession of the Mortgaged Premises for the purpose of foreclosing a Mortgage. Upon entry for the purpose of foreclosing a Mortgage, such holder shall be liable to perform all of the obligations of Landlord, subject to the provisions of Section 3.3,provided that a discontinuance of any foreclosure proceeding shall be deemed a conveyance under the provisions of Section 10.3 to the owner of the equity of the mortgaged premises. In no event, however, shall the holder of a mortgage on the Lot and/or the Building have any duty to perform or liability with respect to Landlord's obligations under this Lease unless and until such holder acquires title to the Lot and/or Building through foreclosure or otherwise, and if such holder does so acquire title, in no event shall such holder have any duty to perform or any liability with respect to Landlord's obligations or any fact, circumstance or condition existing, arising or accruing before such acquisition of title. 8.3 MORTGAGEE'S ELECTION: Notwithstanding any other provisions to the contrary contained in this Lease, if prior to substantial completion of Landlord's obligations under Article 3, any holder of a first mortgage on the mortgaged premises enters and takes possession thereof for the purpose of foreclosing the Mortgage, such holder may elect,by written notice given to Tenant and Landlord at any time within ninety (90) days after such entry and taking of possession, not to perform Landlord's obligations under Article 3, and in such event such holder and all persons claiming under it shall be relieved of all obligations to perform and all liability for failure to perfol ln said Landlord's obligations under Article 3, in which event Tenant may terminate this Lease and all its obligations hereunder by written notice to Landlord and such holder given within thirty(30) days after the day on which such holder shall have given its notice as aforesaid. 8.4 NO PREPAYMENT OR MODIFICATION: No Base Rent, additional rent, or any other charge shall be paid more than thirty (30) days prior to the due dates thereof, and payments made in violation of this provision shall(except to the extent that such payments are actually received by a mortgagee in possession or in the process of foreclosing its mortgage)be a nullity as against such mortgagee, and Tenant shall be liable for the amount of such payments to such mortgagee. No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the rent, change the Term or otherwise materially change the rights of Landlord or holder of a mortgage affecting the Premises under this Lease, or to relieve Tenant of any obligations or liability under this Lease, shall be valid, unless consented to in writing by Landlord's mortgagees of record, if any. Arts Academy of Excellence Lease July 1, 2016 14 8.5 NO RELEASE OR TERMINATION: No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release or termination of such obligations or a termination of this Lease unless(i)Tenant shall have first given written notice of Landlord's act or failure to act to Landlord's Mortgagees of record, if any, specifying the act or failure to act on the part of Landlord which could or would give basis to Tenant's rights, and (ii) such Mortgagees, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this Section 8.5 shall be deemed to impose any obligation on any such Mortgagee to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Mortgaged Premises if the Mortgagee elects to do so and a reasonable time to correct or cure the condition if such condition is determined to exist. 8.6 CONTINUING OFFER: The covenants and agreements contained in this Lease with respect to the rights, powers and benefits of a mortgagee (particularly, without limitation thereby,the covenants and agreements contained in this Article 8)constitute a continuing offer to any person,corporation or other entity,which by accepting or requiring an assignment of this Lease or by entry or foreclosure assumes the obligations herein set forth with respect to such Mortgagee, subject to the provisions of Section 8.3, such Mortgagee being hereby constituted a party to this Lease as an obligee hereunder subject to the provisions of Section 8.3 to the same extent as though its name was written hereon as such, and such Mortgagee shall be entitled to enforce such provisions in its own name. Tenant agrees on request of Landlord to execute and deliver from time to time any agreement which may reasonably be deemed necessary to implement the provisions of this Article 8. 8.7 MORTGAGEE'S APPROVAL: Landlord's obligation to perform its covenants and agreements hereunder is subject to the condition precedent that this Lease be approved by the holder of any mortgage of which the Premises are a part and by the user of any commitment to make a Mortgage loan which is in effect on the" date hereof. Unless Landlord gives Tenant written notice within fifteen(15)business days after the Effective Date that such holder or issuer, or both, disapproves or has not approved this Lease, then this condition shall be deemed to have been satisfied or waived and the provisions of this Section 8.7 shall be of no further force or effect. 8.8 SUCCESSORS OF MORTGAGEE: All of the rights and privileges of the holders of mortgages on the Lot and/or Building set forth in this Article 8 shall inure to the benefit of any such holders and their respective successors and assigns, including without limitation where applicable any purchases at foreclosure and other parties claiming title by, through or under any such holders. Where reference is made herein to foreclosure, the same Arts Academy of Excellence Lease July 1, 2016 15 rights and privileges for any such holder shall arise and the same results shall obtain if such holder instead acquires title through deed in lieu of foreclosure or otherwise. ARTICLE 9 DEFAULT 9.1 EVENTS OF DEFAULT: The occurrence of any of the following shall be deemed to be an event of default under this Lease: if any default by Tenant continues after notice, in case of Base Rent or any additional rent, for more than ten(10)days, or in any other case for more than thirty (30) days and such additional time, if any, as is reasonably necessary to cure the default (if the default is of such a nature that it is curable but cannot reasonably be cured in thirty (30) days, Tenant has the obligation to commence to cure the default within thirty (30) days, and thereafter diligently and continuously prosecutes such cure to completion), or if Tenant or any Guarantor makes any assignment for the benefit of creditors,commits any act of bankruptcy or files a petition under any bankruptcy or insolvency law, or if such a petition is filed against Tenant or any Guarantor and is not dismissed within forty-five (45) days, or if a receiver or similar officer becomes entitled to Tenant's leasehold hereunder and it is not returned to Tenant within forty-five (45) days, or if such leasehold is taken on execution or other process of law in any action against Tenant. In the event of any default under this Lease by Tenant,then without prejudice to any other rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and remedies, which are cumulative and not alternative. 9.1.1 Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlord's account, or Landlord may terminate Tenant's right of possession of the Premises. Tenant shall then quit and surrender the Premises to Landlord. Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition hereunder, including to the extent legally permissible, payment of all Rent and other charges until the date this Lease would have expired had such cancellation or termination not occurred. If Landlord so elects,Rent shall be accelerated and Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the remainder of the Term, subject to the provisions of Section 9.1.5 below. 9.1.2 Landlord may enter the Premises as agent of Tenant to take possession of any property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose of such property in such manner as Landlord may see fit without notice to, and at the expense and risk of, Tenant. Re-entry and removal may be effectuated by sunm l aiy dispossess proceedings, by any suitable action or proceeding, or otherwise. Landlord, shall not be liable in any way in connection with its actions pursuant to this section, to the extent that its actions are in accordance with Applicable Laws. 9.1.3 Landlord may relet all or any part of the Premises for all or any part of the unexpired portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any special repairs, Arts Academy of Excellence Lease July 1, 2016 16 alterations, and decorations for any new Tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet or to attempt to relet the Premises. 9.1.4 Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and may enter upon the Premises for such purposes.No notice of Landlord's intention to perform such covenants need be given to Tenant unless expressly required by this Lease. Landlord shall not be liable to Tenant for any loss or damage caused by acts of Landlord in remedying or attempting to remedy such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest at the highest rate permitted by law from the date of payment by Landlord until repaid by Tenant. 9.1.5 In calculating the amounts to be paid by Tenant to Landlord pursuant to this Section 9, Tenant shall be credited with the net proceeds of any rents obtained by Landlord by reletting the Premises, after deducting all Landlord's expenses in comlection with such reletting, including, without limitation, all repossession costs, brokerage commissions, and fees for legal services. It is agreed by Tenant that Landlord may (i)relet the Premises or any part or part thereof of a term or terms which may, at Landlord's option, be equal to or less than or greater than the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Landlord, in its sole judgment, considers advisable or necessary to relet the same,and(ii)make such alterations,repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. 9.1.6 So long as at least twelve (12) months of the Term remain unexpired at the • time of such termination of this Lease or of Tenant's right of possession, in lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 9.1, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Section 9.1 or as otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover and Tenant shall thereupon pay, as liquidated damages an amount equal to the aggregate of the Base Rent and additional rent accrued in the twelve (12) months ended next prior to such termination, plus the amount of Base Rent and additional rent of any kind accrued and unpaid at the time of temmination and less the amount of any recovery by Landlord under the foregoing provisions of this Section 9.1 up to the time of payment of such liquidated damages. 9.1.7 Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease,an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to or less than the amount of the loss or damages referred to above. Arts Academy of Excellence Lease July 1, 2016 17 9.2 COSTS: Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys' fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall also be liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises, reletting the Premises (including attorneys' fees and disbursements, marshal's fees, and brokerage fees,in so doing),and any other expenses reasonably incurred by Landlord. 9.3 WAIVER: No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default. ARTICLE 10 MISCELLANEOUS 10.1. INTERPRETATION: The titles of the Articles and Sections are for convenience and are not to be considered in construing this Lease. Whenever required by the context of this Lease,the singular shall include the plural and the plural shall include the singular. The masculine,feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises, Building or Property with Tenant's expressed or implied permission. 10.2 NOTICE: Any notice, approval, consent, request, or election required or permitted to be given or made pursuant to this Lease shall be addressed,if to Landlord, at Landlord's address or at such other address as may have been specified by prior notice to Tenant, and if to Tenant, at the Premises or Tenant's address or at such other place as may have been specified by prior notice to Landlord. Any communication so addressed shall be deemed duly served if personally delivered or sent by nationally recognized overnight delivery service. 10.3 LANDLORD'S LIABILITY., CERTAIN DUTIES: The obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees, except that the Landlord named herein and each successive owner of the Premises shall be liable only for the obligations accruing during the period of its ownership. Neither the Landlord named herein nor any successive owner of the Premises, whether an individual,trust,a corporation or otherwise shall have any personal liability related to this Lease beyond their equity interest in the Premises, and Tenant agrees that it shall look solely to such equity interest then-owned by Landlord for collection of any judgment or any other judicial process requiring the payment of money. Whenever the Premises are owned by a trustee or trustees, the obligations of Landlord shall be binding upon Landlord's trust estate, but not upon any trustee, beneficiary or shareholder of the trust individually. Any Landlord who transfers its title or interest is relieved of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer, provided that such transfer is not for the primary purpose of avoiding such obligations. However, each Landlord shall deliver to its transferee all funds previously paid by Tenant if such funds have not yet been applied under the tel l l is of this Lease. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure or diligently pursue a cure of such nonperformance within thirty(30) days after receipt Arts Academy of Excellence Lease July 1, 2016 18 of Tenant's written notice or such longer time as is reasonably necessary, provided that such cure is commenced within such thirty (30) day period and thereafter pursued with reasonable diligence. 10.4 NO SURRENDER: The delivery of keys to any employee of Landlord or to Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises. 10.5 NO WAIVER: The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon the strict performance of,any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent a subsequent act which would have originally constituted a violation,from having all the force and effect of an original violation,nor shall the failure of Landlord to enforce any Rules and Regulations against Tenant or any other tenant in the Building be deemed a waiver of any such Rules and Regulations. The receipt by Landlord of Base Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach by Landlord,unless such waiver be in writing signed by Landlord. No consent or waiver, express or implied,by Landlord or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. 10.6 NO ACCORD AND SATISFACTION: No acceptance by Landlord of a lesser sum than the Base Rent and additional rent then due shall be deemed to be other than on account of the earlier installment of such rent due,nor shall any endorsement or statement on any check or letter accompanying any check or payment as rent be deemed as accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or pursue any other remedy in this Lease provided. All waivers must be in writing and signed by the waiving party. Landlord's failure to enforce any provision of this Lease or its acceptance of Rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. 10.7 CUMULATIVE REMEDIES: The specific remedies to which Landlord may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenant, conditions or provisions. 10.8 PARTIAL INVALIDITY: If any term of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law. Arts Academy of Excellence Lease July 1, 2016 19 10.9 LANDLORD'S RIGHT TO CURE: If Tenant shall at any time default in the performance of any obligation under this Lease, Landlord shall have the right,but not the obligation, to enter upon the Premises and to perform such obligation, notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act. All sums so paid by Landlord(together with interest at the rate of 4% per annum in excess of the then prime rate of interest being charged by Bank of America,NA);and all necessary incidental costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be additional rent under this Lease and shall be payable to Landlord immediately upon demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. 10.10 ESTOPPEL CERTIFICATE: Tenant agrees on the Commencement Date, and from time to time thereafter upon not less than fifteen (15) days prior written request by Landlord, to execute, acknowledge and deliver to Landlord a written statement in form requested by Landlord, certifying that this Lease is unmodified and in full force and effect; that Tenant has no defenses, offsets our counterclaims against its obligations to pay the Base Rent and additional rent and to perform its other covenants under this Lease;that there are no uncured defaults of Landlord or Tenant under this Lease (or, if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications and, if there are any defenses, offsets, counterclaims or defaults, setting them forth in reasonable detail),and the dates to which the Base Rent,additional rent and other charges have been paid. Any such statement delivered pursuant to this Section 10.10 may be relied upon by any prospective purchaser or mortgagee of the Property or any prospective assignee of any such mortgagee. 10.11 FORCE MAJEURE: In any case where either party hereto is required to do any act (other than the payment of rent or other monies hereunder), delays caused by or resulting from war, civil commotion, fire, flood, other casualty, labor difficulties, shortages or other unavailability of labor, materials, equipment, energy or utility services, governmental regulations, unusually severe weather, Act of God or other causes beyond such party's reasonable control (but not the inability to pay money), shall not be counted in determining the time during which such act must be completed, and such time shall be deemed extended by such delay. In no event, however, shall the foregoing excuse the late payment of rent or any other monies due hereunder nor extend the time therefor. 10.12 WAIVER OF TRIAL BY JURY AND COUNTERCLAIMS; MEDIATION: LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE. TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS (EXCEPT COMPULSORY COUNTERCLAIMS)IN ANY SUMMARY PROCEEDING OR IN ANY ACTION BASED UPON NONPAYMENT OF RENT OR ANY OTHER PAYMENT REQUIRED BY TENANT UNDER THIS LEASE. UPON LANDLORD'S REQUEST, TENANT SHALL PARTICIPA 1'E IN MEDIATION OF A DISPUTE BETWEEN LANDLORD AND TENANT; THE COST OF A MEDIATOR SHALL BE BORNE EQUALLY BY LANDLORD AND TENANT. Arts Academy of Excellence Lease July 1, 2016 20 10.13 RADON GAS NOTICE: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present 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 Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 10.14 ATTORNEYS' FEES: Wherever provision is made in this Lease for attorneys' fees, such term shall be deemed to include accountants' and attorneys' (including paralegals' and similar persons) fees and costs, whether or not litigation is commenced, including those for appellate, bankruptcy, probate, arbitration,mediation and collections proceedings. 10.15 LANDLORD'S ACCESS: Landlord shall be entitled at all reasonable times and upon reasonable notice (but no notice is required in emergencies) to enter the Premises to examine them and to make such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises. Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone having a prospective interest in the Building, and, during the last six months of the Term or any renewal thereof,to show them to prospective tenants. Landlord may place customary "For Sale" or "For Lease" signs on the Premises, Building or Property as Landlord deems necessary. 10.16 LANDLORD'S LIEN: Landlord shall have,and Tenant grants to Landlord,a security interest in any furnishings, equipment, fixtures, inventory, accounts receivable, licenses and other personal property of any kind belonging to Tenant, or the equity of Tenant in such items, on the Premises or elsewhere. Such security interest is granted for the purposes of securing the payment of Rent and other charges, assessments, penalties, and damages required under this Lease to be paid by Tenant, and of securing the performance of all other obligations of Tenant under this Lease. The provision for a landlord's lien as described in this Section shall be in addition to,and not in substitution for, any landlord's lien and similar remedies otherwise provided by statutory or common law. Upon Tenant's default or breach of any terms and conditions of this Lease,Landlord shall have all remedies available under applicable law, including,without limitation,the right to take possession of any or all of Tenant's property and dispose of them by public or private sale in a commercially reasonable manner, or if determined by Landlord in its discretion,to store or to dispose of them without sale. 10.16.1 Landlord shall also have the right to relinquish possession of all or any portion of such furniture, fixtures,equipment and other property of Tenant to any person("Claimant") claiming to be entitled to possession thereof who presents to Landlord a copy of Arts Academy of Excellence Lease July 1, 2016 21 any instruments represented to Landlord by Claimant to have been executed by Tenant (or any predecessor of Tenant)granting Claimant the right under various circumstances to take possession of such furniture,fixtures,equipment or other property, without the necessity on the part of Landlord to inquire into the authenticity of said instrument's copy of Tenant's or Tenant's predecessor's signature thereon and without the necessity of Landlord making any nature of investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act; and Tenant agrees to indemnify and hold Landlord harmless from all cost, expense, loss, damage and liability incident to Landlord's relinquishment of possession of all or any portion of such furniture,fixtures,equipment or other property to Claimant. 10.16.2 To the extent,if any,that this Lease grants Landlord any lien or lien rights greater than provided by the laws of the State of Florida pertaining to landlord's liens, this Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code as enacted in Florida (the "Uniform Commercial Code"). Landlord, in addition to the rights prescribed in this Lease, shall have a Security Interest,as that term is defined under the Uniform Commercial Code, in the items referred to in this Section 10.16 to secure the payment to Landlord of the various amounts provided for in this Lease. Tenant agrees to and shall execute and deliver to Landlord such financing statements and such further assurances as Landlord may, from time to time, consider necessary to create, perfect, and preserve the lien described and all additions, substitutions, replacements, and accessions thereto, and all proceeds of its or their sale or other disposition (under the Uniform Commercial Code, other statutory provisions, or otherwise). Landlord, at the expense of Tenant, may cause such financing statements and assurances to be recorded and re-recorded, flied and re-filed, and renewed or continued, at such times and places as may be required or permitted by law to create,perfect,and preserve such liens. In the event Tenant fails to promptly execute and return to Landlord such financing statements and other instruments as Landlord may require to create,preserve,and perfect its lien,Tenant shall and does hereby designate Landlord to act as Tenant's agent for the sole and limited purpose of executing such financing statements and other instruments and any such execution by Landlord pursuant to this Lease shall be effective and binding upon Tenant as though executed originally by Tenant. Tenant's designation of Landlord as agent hereunder shall not be subject to revocation until this Lease is terminated. 10.17 SECURITY DEPOSIT: Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount, if any, shown in Article I. The Security Deposit represents security for the faithful performance and observance by Tenant of each and evely term and covenant of this Lease. Landlord may apply all or part of the Security Deposit to any unpaid rent or other charges due from Tenant or to cure any other default of Tenant. The Security Deposit shall not constitute liquidated damages. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten(10)clays after Landlord's written request. Tenant's failure to do so shall be a default under this Lease. No interest shall be paid on the Security Deposit.Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Any portion of the Security Deposit which shall not have been applied as provided in this Lease, or shall not be required to repair the Premises after Tenant vacates this Arts Academy of Excellence Lease July 1, 2016 22 Lease, shall be returned to Tenant after the final calculation and payment of the Tax Excess and the Operating Cost Excess for the last calendar year of the Term. 10.18 INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS: This Lease is the only agreement between the parties pertaining to this Lease of the Premises,Building or Property and no other agreements either oral or otherwise are effective unless embodied herein. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void. 10.19 JOINT AND SEVERAL LIABILITY: All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant. 10.20 EXECUTION OF LEASE: Submission or preparation of this Lease by Landlord shall not constitute an offer by Landlord or option for the Premises, and this Lease shall constitute an offer, acceptance or contract only as expressly specified by the terms of this Section 10.20. In the event that Tenant executes this Lease first, such action shall constitute an offer to Landlord, which may be accepted by Landlord by executing this Lease, and once this Lease is so executed by Landlord, such offer may not be revoked by Tenant and this Lease shall become a binding contract. In the event that Landlord executes this Lease first, such action shall constitute an offer to Tenant, which may be accepted by Tenant only by delivery to Landlord of a fully executed copy of this Lease, together with a fully executed copy of any and all guaranty agreements and addendums and moneys to be delivered at time of execution, provided that in the event that any party other than Landlord makes any material or minor alteration of any nature whatsoever to any of said documents, then such action shall merely constitute a counteroffer, which Landlord, may, at Landlord's election, accept or reject. Notwithstanding that the Commencement Date may occur and the Term may commence after the elate of execution ofthis Lease, upon delivery and acceptance of this Lease in accordance with the terms of this Lease,this Lease shall be fully effective, and in full force and effect and valid and binding against the parties in accordance with,but on and subject to,the terms and conditions of this Lease. 10.21 AUTHORITY:As a material inducement to Landlord to enter into this Lease, Tenant (and, individually, each party executing this Lease on behalf of Tenant), intending that Landlord rely thereon,represents and wan-ants to Landlord that: 10.21.1 • Tenant and the party executing on behalf of Tenant are fully and properly authorized to execute and enter into this Lease on behalf of Tenant and to deliver this Lease to Landlord; 10.21.2 This ,Lease constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with the terms of this Lease; Arts Academy of Excellence Lease July 1, 2016 23 10.21.3 Tenant is duly organized, validly existing and in good standing under the laws of the state of Tenant's organization and has full power and authority to enter into this Lease, to perform Tenant's obligations under this Lease in accordance with the terms of this Lease, and to transact business in the state inwhich the Premises are located; and 10.21.4 The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant, and the perfornlance by Tenant of Tenant's obligation under this Lease,have been duly authorized and approved by all necessary corporate or partnership action, as the case may be, and the execution, delivery and performance of this Lease by Tenant is not in conflict with Tenant's bylaws or articles of incorporation (if a corporation), agreement of partnership (if a partnership), and other charters, agreements, rules or regulations governing Tenant's business as any of the foregoing may have been supplemented or amended in any manner. 10.22 FLORIDA LAW: This Lease shall be governed by the laws of the State of Florida. 10.23 COUNTERPART: This Lease may be executed in more than one copy, each counterpart of which shall be deemed an original and any of which shall be deemed to be complete of itself and may be introduced into evidence or used for any purpose without the production of the other counterpart or counterparts. 10.24 TIME IS OF THE ESSENCE: Time is of the essence of this Lease and all provisions contained herein. 10.25 APPROVAL OF PLANS AND SPECIFICATIONS: Neither review nor approval by or on behalf of Landlord of any Tenant's plans nor any plans and specifications for any Tenant alterations or any other work shall constitute a representation or warranty by Landlord, any of Landlord's beneficiaries,the managing agent of the Building or Property or any of their respective agents, partners or employees that such plans and specifications either(i) are complete or suitable for their intended purpose, or (ii) comply with Applicable Laws, it being expressly agreed by Tenant that neither Landlord, nor any of Landlord's beneficiaries, nor the managing agent of the Building or Property nor any of their respective agents, partners or employees assume any responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability or compliance. 10.26 RELATIONSHIP: Landlord and Tenant disclaim any intention to create a joint venture,partnership or agency relationship. 10.27 BROKER'S FEE: Tenant covenants, represents and warrants that Tenant had no I, in comlection with the consummation of this Lease. Landlord agrees to pay any commissions .. Arts Academy of Excellence Lease July 1, 2016 24 10.28 RIDERS AND EXHIBITS: All Riders and Exhibits attached to this Lease and all Addendums attached to this Lease and executed by both Landlord and Tenant shall be deemed to be a part of and are hereby incorporated in this instrument. 10.29 SURVIVAL: Tenant's ongoing or unfulfilled obligations shall survive the termination of this Lease, including but not limited to payment of additional rent adjustments which may be calculated and billed after the termination of the Lease. ARTICLE 11 INSURANCE AND INDEMNITY 11.1 TENANT'S INSURANCE: Tenant shall throughout the term (and any other period when Tenant is in possession of the Premises)carry and maintain, at its sole cost and expense,the following types of insurance,which shall provide coverage on an occurrence basis,with respect to the Premises, in the amounts specified and in the form hereinafter provided for: 11.1.1 Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence (General Aggregate - $2,000,000; Products Aggregate - $2,000,000) for bodily injury and property damage insuring against legal liability of the insured with respect to said Premises or arising out of the maintenance, use or occupancy thereof. Said insurance shall include, but not be limited to, independent contractor liability,products and completed operations coverage,and the Broad Form Commercial General Liability Endorsement, including personal injury and advertising liability, contractual liability and premises medical payments. 11.1.2 Umbrella Liability Insurance. Tenant shall also carry and maintain commercial umbrella liability insurance with a limit of not less that$2,000,000.00 per occurrence. 11.1.3 Property Insurance. "Special Risk"property insurance including plate glass coverage on a replacement cost basis, with coverage equal to not less than one hundred percent (100%)of the full replacement value of all personal property, decorations,trade fixtures, furnishings, equipment, alterations, leasehold improvements and betterments made by Tenant, and all other contents located or placedtherein. Arts Academy of Excellence Lease July 1, 2016 25 11.1.4 Workers' Compensation and Employees' Liability Insurance. Workers' Compensation Insurance covering all employees of Tenant, as required by the laws of the State where the Premises are located and Employees' Liability coverage subject to a limit of no less than $100,000 each employee, $100,000 each accident, and $1,000,000 policy limit. 11.1.5 Policy Form. All policies referred to above shall: (i) be taken out with underwriters licensed to do business in Florida and a"Best Rating"of"A"or "A+" (ii)name Landlord, or its successors, as additional insured; (iii)be non- contributing with, and shall apply only as primary and not as excess to any other insurance available to Landlord or any mortgagee of Landlord; (iv) contain an undertaking by the insurers to notify Landlord mldany other additional insured by certified mail not less than thirty(30)clays prior to any material change, cancellation, or termination; and(v) provide that a defense against the primary insured shall not be a defense against payment to the additional insureds. Binding certificates of insurance with endorsements attached or, if required by a mortgagee, copies of such insurance policies certified by an authorized officer of Tenant's insurer as being complete and current, shall be delivered to Landlord promptly upon request. If a) Tenant fails to take out or to keep in force any insurance referred to in this Section 11, or should any such insurmce not be approved by either Landlord or any mortgagee, and b) Tenant does not commence and continue to diligently cure such default within forty-eight (48) hours after written notice by Landlord to Tenant specifying the nature of such default,then Landlord has the right without assuming any obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord shall be paid by Tenant to Landlord without prejudice to any other rights or remedies of Landlord under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or casualty insurance policy in force from time to time covering the Premises or the Building. 11.2 INDEMNIFICATION OF THE PARTIES: Tenant hereby agrees to indemnify,defend and hold harmless Landlord from and against any and all liability for any loss, injury or damage, including,without limitation, all costs,expenses, court costs and reasonable attorneys'fees,imposed on Landlord by any person whomsoever, that occurs (i) in the Premises, except for any such loss, injury or damage that is caused by or results from the gross negligence or willful misconduct of Landlord, its employees or agents; or (ii) in the Building or anywhere on the Property and that is caused by or results from the negligence or willful misconduct of Tenant, its employees, agents or contractors. The commercial liability insurance that Tenant is required to carry pursuant to Section 11.1 of this Lease shall include coverage of the foregoing contractual indemnity. Landlord hereby indemnifies Tenant from, and agrees to hold Tenant harmless against, any and all liability for any loss, injury or damage, including, without limitation, all costs, expenses, court costs and reasonable attorneys' fees, imposed on Tenant by any person whomsoever,that occurs in the Building or anywhere on the Propeliy and that is caused by or results from the gross negligence or willful misconduct of Landlord or its employees or agents. The provisions of this paragraph shall survive the expiration or any termination of this Lease. 11.3 RELEASE AND WAIVER OF SUBROGATION RIGHTS: The parties hereto,for themselves and anyone claiming through or under them, hereby release and waive any and all rights of recovely, claim, action or cause of action, against each other, their respective agents, Arts Academy of Excellence Lease July 1, 2016 26 directors, officers and employees, for any loss or damage that may occur to the Premises or the Building, and to all property, whether real, personal or mixed, located in the Premises or the Building,by reason of any cause against which the releasing party is actually insured or,regardless of the releasing party's actual insurance coverage, against which the releasing party is required to be insured pursuant to the provisions of this Lease. This release and waiver shall apply regardless of the cause or origin of the loss or damage, including negligence of the parties hereto, their respective agents and employees. Each party agrees to provide the other with reasonable evidence of its insurance carrier's consent to such waiver of subrogation. This Section 11.3 supersedes any provision to the contrary which may be contained in this Lease. ARTICLE 12 ACORN CLAUSE 12.1 ASSOCIATION OF COMMUNITY ORGANIZATIONS FOR REFORM NOW (ACORN) FUNDING RESTRICTIONS ASSURANCE: Landlord assures that it will comply fully with the federal funding restrictions pertaining to ACORN and its subsidiaries per the Consolidated Appropriations Act of 2010, Division E, Section 511 (Pub. L. 111-117) and the federal funding restrictions of covered organizations as defined in the Defund ACORN Act (H.R. 3571). EXECUTED as a sealed instrument as of the day and year first above written. Witnesses: LANDLORD: THE CITY OF OPA-LOCKA By: David Chiverton Date City Manager, City of Opa-Locka Witnesses: TENANT: Arts Academy of Excellence Date By: ITS: Arts Academy of Excellence Lease July 1, 2016 27 EXHIBIT A RULES AND REGULATIONS 1. The entrance,lobbies,passages,corridors, elevators, and stairways shall not be encumbered or obstructed by Tenant, Tenant's agents, servants, employees, licensees, and visitors, nor be used by them for any purpose other than for ingress and egress to and from the Premises. The moving in or out of all safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord may determine from time to time. Landlord reserves the right to inspect all freight and bulky matter to be brought into the Building and exclude from the Building all freight and bulky matter which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. 2. No curtains, blinds, shades, screens, or signs other than those furnished by Landlord shall be attached to, hung in, or used in connection with any window or door of the Premises without the prior written consent of the Landlord. Said consent shall not be unreasonably withheld and shall be consistent with other establishments of similar nature. 3. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of the Landlord. Tenant must,upon the termination of its tenancy, restore to Landlord all keys of offices and toilet rooms either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished,Tenant shall pay to Landlord the cost thereof. 4. Canvassing,soliciting and peddling in the Building or on the Lot are prohibited,and Tenant shall cooperate toprevent same. 5. Tenant may request heating and/or air conditioning during other periods in addition to normal working hours by submitting its request in writing to the Building Manager's office no later than 2:00 P.M. of the preceding workday (Monday through Friday) on forms available from the Building Manager. The request shall clearly state the start and stop hours of the "off- hour" service. Tenant shall submit to the Building Manager a list of personnel who are authorized to make such requests. Charges are to be determined by the Building Manager on the additional hours of operation, as shall be fair and reasonable and reflect the additional operating costs involved. 6. Tenant shall comply,with all security measures from time to time established by Landlord for the Building. 7. Tenant shall have the right to install within the Premises, at its sole expense, such a sign or signs as may be reasonable and appropriate under the circumstances. All such signs shall be located within the glass line of the Building and in accordance with all applicable zoning codes, building codes and related rules, regulations and ordinances. Tenant shall Arts Academy of Excellence Lease July 1, 2016 28 obtain and pay for all necessary permits and licenses. As a condition hereto, Tenant shall submit to Landlord a graphic and written description of each proposed sign prior to its installation for Landlord's approval. Landlord's approval of any sign will not be unreasonably withheld ordelayed. 8. Tenant shall have reasonable access to the elevators within the Building for the purpose of transporting furniture to the Premises; provided such use shall not be permitted to interfere with normal and usual use of the elevators by other tenants and their visitors. Tenant shall be responsible for any damage done to the elevators or other areas of the Building in connection with the transportation of said products and shall promptly repair any damage caused thereto. 9. All garbage and refuse shall be deposited in the kind of container specified by Landlord, and shall be placed outside the Premises prepared for collection in the manner and at the times and places specified by Landlord and in accordance with all governmental regulations. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. 10. No radio or television aerial or other similar device shall be installed without first obtaining in each instance Landlord's consent in writing. No aerial shall be erected on the roof of the Building or any exterior walls of the Premises, or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without Landlord's written consent may be removed by Landlord at any time and Landlord shall not be liable to Tenant for such removal including any damage to property caused during the removal. 11. Tenant and its employees shall park their cars in those portions of the parking areas designated by Landlord. 12. The plumbing facilities shall not be used for any other purpose than that for which they are constructed,and no foreign substance of any kind shall be thrown therein,and the expenses of any breakage, stoppage, or damage resulting from a violation of this provisions shall be borne by Tenant,who shall,or whose employees,agents or invitees shall have caused same. Arts Academy of Excellence Lease July 1, 2016 29 SCHEDULE 3.1 WORK LETTER The Premises shall be delivered in Building standard base shell condition. Arts Academy of Excellence Lease July 1, 2016 30