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HomeMy Public PortalAbout16-9207 Defend the Lawsuit Brought in Grace Academy International Inc Sponsored by: City Attorney RESOLUTION NO. 16-9207 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE BROWN LAW GROUP, LLC, TO DEFEND THE LAWSUIT BROUGHT IN GRACE ACADEMY INTERNATIONAL, INC., VS. THE CITY OF OPA-LOCKA, FLORIDA, CASE #: 2016-CA-013329 (EXHIBIT "A"); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The City is has been sued in Grace Academy International, Inc., vs. The City of Opa-locka, Florida, Case #: 2016-CA-013329 (EXHIBIT "A"); and WHEREAS, It is in the best interest of the City to defend this lawsuit; and 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. Pursuant to the agreement the City has with The Brown Law Group, LLC, The Brown Law Group, LLC, is hereby authorized to defend the lawsuit, Grace Academy International, Inc., vs. The City of Opa-locka, Florida, Case #: 2016-CA-013329 (EXHIBIT "A"). Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 22nd day of Tune, 2016. Al IF yr. . ylor Mayor Resolution No. 16-9207 Attest to: Approved as to form and legal sufficiency: 1 0 Aanna Flores Vincent T. Brown, Esq. ity Clerk The Brown Law Group, LLC City Attorney Moved by: VICE MAYOR HOLMES Seconded by: COMMISSIONER RILEY Commissioner Vote: 5-0 Commissioner Kelley: YES Commissioner Riley: YES Commissioner Santiago: YES Vice Mayor Holmes: YES Mayor Taylor: YES Ealing t` 42201025 E-Filed 06/03/2016 10:13:36 AM IN THE CIRCUIT COURT OF THE 1 I'M JUDICIAL CIRCUIT OF FLORIDA IN AND FOR MIAMI-DADE COUNTY CIRCUIT CIVIL DIVISION CASE NO. 16-013329 CA01 (20) GRACE ACADEMY INTERNATIONAL, INC., Plaintiff, vs. DAVID CHIVERTON, as City Manager of the CITY OF OPA-LOCKA, FL, _, m Defendants. ' T SUMMONS �r , THE STATE OF FLORIDA: ; To Each Sheriff of the State: YOU ARE COMMANDED to serve this summons and a copy of the complaint in this action on Defendant David Chiverton, as City Manager of the City of Opa-locka, Florida, by serving: Alp David Chiverton, City Manager tKi j ti City of Opa-locka, Florida I ` pae Opa-locka City Hall `J 1) 1 f t° 780 Fisherman Street, 4th Floor Opa-locka, FL 33054 Each defendant is required to serve written defenses to the complaint on James H. Greason, Esq,, attorney for Plaintiff, whose address is P. 0. Box 800351, Aventura, FL 33280- 0351, within 20 (twenty) days after service of this summons on that defendant, exclusive of the day of service, and to file the original of the defenses with the clerk of this court either before service on the attorney or immediately thereafter. If a defendant fails to do so, a default will be entered against that defendant for the relief demanded in the complaint. 6/3/2016 DATED: HARVEY RUVIN CLERK OF TIE COURT 311108 By :>r 1.42; wcualo 1 of 1 6/14/16.5:19 PM uuaa,uvµaaa,vu, ..ay.,.,....... w... ._....,. ._�.., —I---,c.. •• %Mg # 42004704 E-Filed 05126/2016 11:11:06 AM IN THE CIRCUIT COURT OF THE IPI JUDICIAL CIRCUIT OF FLORIDA IN AND FOR MIAMI-DADE COUNTY CIRCUIT CIVII,DIVISION CASE NO. GRACE ACADEMY IN11 R? ATIONAI., Plaintiff, vs. DAVID GilVERTON,as City Manager of the CITY OF OPAA.00KA, FL, Defendants. COMPLAINT AND DEMAND FOR JURY TRIAL Plaintiff Grace Academy International, Inc., sues defendants, David Chiverton in his official capacity as City Manager of the City of Opa-locka,a Florida municipality,and alleges: /urisi ctian and Venue Plaintiff seeks this Court's declaratory judgment. 2. Plaintiff claims damages in excess of S15,000. 3. Plaintiff claims damages against Defendant under the Civil Rights Act of 1871 (42 U.S.C. §1983). 4. This Court has federal question jurisdiction pursuant to 42 U.S.C. §133I and supplemental jurisdiction pursuant to 42 U.S.C. *1367. 1 of 36 6/14/16.5:27 PN 5. Venue lies in this judicial district pursuant to 28 U.S.C. §1391 as all events giving rise to this Complaint occurred in this judicial district. 6. Plaintiff is a Florida nonprofit corporation doing business as a private Christian school in the City of Opa-locka,Florida,and was so at all material times herein. 7. Defendant David Chiverton is the City Manager of the City of Opa-locka, Florida. Count l.__r3rcrx;.h c/rvrtli cret 8 1 1•---7 are rea1teged, 9. Plaintiff leased commercial premises at a building named Town Center I in the City of Opa-locka commencing in 2011 and continues in possession to date. 10. Plaintiff has made substantial improvements to the leasehold and expended substantial sums so doing. t t. Defendant City purchased said building on May 27, 2015. 12. On July 1, 2015, Defendant entered into a written lease of the sane premises occupied by Plaintiff under its lease With the prior owner. Sete Exhibit A, attached hereto and incorporated by reference. Plaintiff continued in possession The Lease Agreement was executed on October 27, 2015,by the City Manager of the City of Opa-locka 2 of 36 6/14/16.5:27 PN 13. Thereafter, Defendant breached the Lease Agreement by failing to maintain the common facilities and the demised premises under Article 5 of the Lease Agreement, including cleaning and repairs of electrical, plumbing, and air conditioning. 14. The air conditioning failed in Plaintiff's premises, thexey breaching an implied warranty of habitability. Defendant refused to respond to Plaintiff's repeated requests to restore the air conditioning and denied Plaintiff access for repair even at her own expense. 15. Plaintiff was using the premises as a private school. One of Plaintiff's students fainted from the heat. Plaintitrs good will in the community was impaired as a result. 16. Plaintiff suffered damages as a result of Defendant's breach of the Lease Agreement. 17. Plaintiff employed undersigned counsel herein and agreed to pay a reasonable fee for his services, and Defendant is obligated to pay reasonable attorney fees pursuant to the Lease Agreement,1119.2 thereof, and §57.105,Fla. Stet_ (2015). WHEREFORE, Plaintiff demands judgment for damages against Defendant City of Opa- locka for damages, costs and attorney fees. count 11. Breach o coven ant(If Taw.en, tfk!ment 11 1 7 are reallegsd. 19, While Plaintiff was in possession, Defendant showed the premises from time to time to persons wishing to lease the same space Ibr use as a private school, all while Plaintiff's classes were in session. 20. As a result, Ptainti11 s classes were disrupted and Plaintiff's implied covenant of quict enjoyment was thereby breached. 3 1 of 36 6/14/16.5:27 PTV 21. The showings of the premises to prospective new tenants while Plaintiff's classes were in session was within the control of the City. 22. Plaintiff suffered damages from said breach. including loss of good will in the community. WHEREFORE,Plaintiff demands judgment for damages against Defendant City of Opa- locka for damages, costs and attorney fees. fount III. Denial of Due Process 24. II 1--•-7 are realleged. 25. Plaintiff has a leasehold interest in the demises premises and therefore has a property interest. 26, Defendant City Manager acted at all rnatieral times as City Manager of the City of Dpa4ocka, vested with the legal authority to act on behalf of the City of Opa-locks. 27. Defendant entered into a lease agreement of the premises now occupied by Plaintiff with a new tenant without advertisement and solicitation of bids. 28. Defendant City Manager was obligated by the City of Opa-locka Charter. §3 14, to advertise for bid any lease of the subject premises, but wilfully refused or failed to do so and instead entered into a no-hid lease of the premises to a third pary of his choosing. 29. Defendant City Manager was also obligated by the City of Opa-locka Charter, §4.3( 1.x7), to present any lease to the City Commission for approval by ordinance, which was never done. 4 tof3Fi 6/14/16_5:27P1■./ 30. Plaintiff was thereby deprived of an opportunity to bid in contravention of her legal right to do so,and is being deprived alter leasehold interest without due process of law WHEREFORE, Plaintiff demands judgment for damages against Defendant City of Opa- locka for damages, costs and attorney fees.. cpunt W. Deciarak ry itedement 31. 111 1-7 are realle ged. 32. Plaintiff has a leasehold interest and rights affected by the City of Opa-locka Charter and Code of Ordinances, 33 Defendant City Manager is vested by law with the authority to solicit bids for leases of municipal property and to present any lease proposal so obtained through competetive bidding to the City Commission for approval and adoption by ordinance. 34. Plaintiff, having been denied an opportunity to bid in order to renew her lease and continued occupation of the subject premises. is in doubt as to her rights under the Opa Tocka Charter and Code of Ordinances to so bid. 35. Plaintiff has a right to adjudication of her rights pursuant to this Court's jurisdiction under Chapter 86 of the Florida Statutes and requests such adjudication. WHEREFORE, Plaintiff requests This Court's declaratory judgment as to her rights under the Opa-locka Charter and Code. _'Jamec'If_Greasan _� James H. Greason, F13 247911 P. O. Box 800351 Aventura,FL 33280-0351 Tel. 305-582-9158 email: jhgr on kmsn,com Attorney for Plaintiff 5 5 of 36 6/14/16.5:27 Ph LietiSLAGRIAbzu DATE OF LEASE COMMENCEMENT: As of July 1,2015 ARTICLE i REFERINCEPATA 1.1 SU 33EC; R T I,L) T.Q:Each reference m this Lease to any of the lla •in 3 terms shall incorporate the data stated for that subject in this Section 1.1 I,1.1 LANDLORD: THE CITY OF OPA-1..00K.A., f ORIDA 1.1,2 MANAGING AGENT, NONE AT PRESENT 1.1.3 LANDLORD'S REPRESENTATIVE: OFFICE:OF CITY ATTORNEY 1.1.4 TENANT:NANT: GRACE ACADEMY INTERNATIONAL,INC 1.1.5 TENANTs ADDRESS (FOR NOTI E & 131iJ-.INf:i): The Yr erni. w '61 1,. prior to Tenant occupying the Premises, 7� Fisherman Street, Suites 210 aid 250, Opa-i <e Florida 33054 , \� r- ANTS R.l:PR.EStE rTA.TIVE: -41,74 O• �' \':. ` person designated in writing by natant '. F' �Y- ,r. ; I31JILDINO; Town Center 1 t_ 1.1,8 LOT: The parcel of land at 780 Fisherman Street, Opa-locka, FE:�ri�1a 33054,on which the 13uitdrrrg is located 1.15 TENANT'S SPACE: Space located on the end .floor of the E3c►?Irli�� :; shown on the floor Man attaebed hereto as E xhibit A 11.10 RENTABLE FLOOR AREA OF TENANTS SPACE: 16012 ?ware 11.,t:t 1.1.11 TOTAL RENTABLE FLOOR AREA OF THE BUILDING- 78,488 square feet 1.1_32 TENANTS PROPORTIONATE SHARE: 20,4% 1.1.13 £FFECI'1vJ DATE: October 15,2015 F-inal Grace Ar dP-m Tenant t.rrdtord 1 9 �f�fi 6/14/16.5:27 PM 1.1.14 TERM COMMENCEMENT DATE: July 1,2015 L I.t S TERM EXPIRATION DATE. The last day of the month that is twelve(12) frill calendar months after the first day ofthe calendat month after the Commencement Date,which is Jury 30, 2016. Tenant shall be allowed an additional thirty (30) days in order:to move our of the premises,thereby ntakint the Tenn.Expiration Date July 31,2016 1.1.16 ' ,; '1: One{I) year 1.1.17 ANNUAL AND MONTHLY I3ASI RENT INSTALLMENTS S1.50 per square tix;t 5112,000.00 per year and $10,,000,00 per month (All Rental amounts will be taxed at the applicable tax rate,unless Tenant is a registered Tax Exempt entity).As of July 2015,Tenant owes the entire monthly rental amount for the months of June and July. As a geiture of goodwill,Landlord hereby waives the rental amounts due for June and July of 2015. 1.1,18 INTENTIONALLY LEFT BLANK 1.1.19 SECURITY DEPOSIT: No'Security Deposit'is moiled,although a payment liar the months of August, September and October will be due in full (S10,000 for each month or 530,000 plus tax, as applicable) upon execution of this Agreement PERMITTED USE: Christian School CVO 1.7e ict Jt OCI 1.1.21 BROKERS: None Yo 1.2 liu13 C 'S 'tND ,F3EDt>1Z. 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: Floor Plan of Premises EXI1113LT' 13' Rules and Regulations SC'1-11-..DULE 3.1: Work Letter 2 GRACE ACADEMY tNTERNATtONALLEASE JULY J,20t5 C 7 of 36 6/14116.5:27 PN ARTICLE 2 pulitsamf.,1 TERM 2.1 . M : : Subject to and with the benefit of the i-KSidivrd teases to Tenant,and Tenant leases from Landlord Tenant's Spate`n e.Building f located on the Lot, excluding exterior faces of extet�ior walls, the C001mc)n facilities and buildin service fixtures and equiprneot serving w clusaveky ckr in common other parts of the l3#rila in t Tenant's Space, with such exclusions, is referred d to in this instrument as the "Pr emisc.�t." The Lot anti the Building ,are sometimes referred to in this instrument as the "Property," Zl.i Tenant shall have,as appurtenant to thePremises,the right to use in common with others end tied thereto., subject to reasonable rules of general applicability to tenants of the Budding, 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 extent from time to time designated by Landlord and the Buiilldin areas,as set forth fixtures sal the serving the Premises. L and ('kkturcc anti 2.1..2 Tenant shall have use of the parking areas provided kir die common use of all t na.:nis and their guests,subject to rules and regulations which may be promulgated by Landlord from time to time. 2.13 Landlord reserves the right fromn time without ,. with Tenant's u:� to time, zritlrt>,at tukrc„asorrrtble interference (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 re in Building th) ,,o alit:' or relocate any other common including the parking a�iprovided tat substitutions are substantially egwvaleut or better, 2.2 ' To have and to hold for the terra beginning on the Coma crtceEtaent Date and ending on the Expiration Date (the "Te &')s unless sooner terminated as provided vi tr} Section 7.1 or in Ankle 9. See Section 4.1 below relative to the Rent Comrne#aCerent Date. ARTICLE 3 4`t:)1*a TIII TiONI 3,1 1.31"1;1 RYE :1� 4?K`v11 _ Landlord Shall deliver~ the Premises to Tenant with the Pre#nisi:s finished as described in Schedule 3.1. 3.2 ' •C.5: .'.._` _ Landlord shall permit Tenant access for installing equipment and furnishings in the c>Cemrses prior to the Commencement Date when such installation can to don::: 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 3 GRACE ACADEMY INTERNATIONAL LEASE JULY 1, 2015 h t of 36 �""`F/14/1 fir 5:27 PM from and against any and all direct or indirect,expected or unexpected lass, liability, damage, cost and expense, including without limitation attorneys! fees and costs, claimed for (=t- actual ly arising fwrra, growing out of or related to any act.,negligence or failure to act of Tenant or anyone entering the Premises or Building, with Tenants permission. The provisions of this Section shall survive the termination of this Lease. 3.3 alLURAUBOVI5JONS F ' =a fx l TQ cONS.i .1 'M' ll work required or -, . •���...�i_, �'� construction 1 permitted by this beast,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 fsfthe 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 farther obligation to fund or complete construction work once t.ae Landlord's vlslis xims contained in Section 31 have been Willed. 3.4 lPRli.?. ...�. A_: VE Each party authorizes the other to rely in connection wall their respective rights and obligations under this Article 3 upon approval and other actions on the hear '\ behalf by Landlord's Representative in the case of L andlord or Tenant's Representative in the c=ase of Tenant or by any person desiguatod in substitution or addition by notice to the relying party. 3-5 YENAlaALLiabil,ONSI Tenant shall not make any changes or alterations to tlr: Premises without 1,andlord's prior written consent; and shall riot in any event make n Litho fired structural changes or additions to the Building or Premises or changes or additions to the he,tim ventilating and air co idi:iootug 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 :ad completion bonds in .form and amount satisfactory to Landlord. Tenant altcraions accomplished in a good and workmanlike mariner at. Teiiaait's 6de expense, in conformity will a21 Applicable Laws, by a licensed and bonded contractor approved in advance by A andlord, �.t: h as pr.val not to to unreasonably withheld or delayed. Upon completion of any such work,Tenant shall provide Landlord with "ai built" plans,copies of all construction C tracts, 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 surrey des ti with the Premises and become the property of Landlord upon the expiration or earlier termination, of this Lease without credit to Tenant; provided, however, La.ndh3rrl, at its option, may require Tenant to remove any additions and/or repair any alts tions to restore the Pt eni es to the condition existing at the time Tenant took possession, with all c)sts of removal or alterations to be borne by Tennant. This clause will not apply to moveable equipment, furniture or moveable. trade fixtures owned by Tenant WO)such equipment,furniture and trade footers 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 of the Premises by 'T'enant, its agent, employees or independent contractors. Tenant shall have no ltalWr it} or power Wren n or implied, to create or pe a o tru n lien. o 1 �, I ��r�" , .� �.�.lii���.{tV;tr�.li �.)(„��I !,{r AC:Mt.I rLi{4iLN meterialmen'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 mimed by payment, bonding or otherwise within thirty (30) days atier request by landlord, and will indemnify Landlord against loses arising out 4 GRACE ACADEMY WEANATt0MAL LEASE JULY 2.2t)iS �; �f 36 6/14/16..5:27 PTV of any such claim including, without limitation, legal fees and court costs. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL,NOT BE SER VICES OR 'MATERIAL 1?'i i'RN SfII.I OR TO BE FURNISHED 3 TOTENANT, TO ANYONE HOLDING THE PREMISES THROUGH.OR UN:)ER TENANT, AND THAT NO MECHANICS OR amER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL A-1 ACI-t TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES TENANT WILL DISCLOSE I:r-IE ?OR:I`l, OT.,NG PROVISIONS TO ANY CONTRACTOR. 'ENGAGED BY TENANT PROVIDW,i LABOR, SERVICES OR MATERIAL TO THE PREMISES. ARTICLE 4 4.1 RREI ': Tenant agrees to pay without any offset or reduction whatsoever, to Landlord fixed rent equal to one twelfth (I/12) of the annual installments of.Base Rent in equal installments as described ii,Section 1..1.1?above in advance on the first day of each calendar mouth th of the 'Term, beginning on the first day of the first (1st) fall calendar month, The Base Rent shall be applicable for the Tern commencing on the Term Commencement Date (the "Rent Commencement Date").Base Rent tnt a first or last,partial month shall be prorated and the first or last Lease Year shall, if so applicable, be greater than 1.2 months. Tenant shall pay, with each payment of Rent,all sales and oche,applicable taxes which may be due or payabie thereon. 4.2 %ifV P.AT INtY CDST 7 ID TA ESar7,c .A 4 21 As used in this Section, these words and terms shall have the tbllowiraa. it canitfg," (a) "Base fear" shall mean the twelve(12)month period commencing on the Term Commencement Date. (b) "Opentting Crests"shall mean till costs incurred and expenditu ea made by l., ndloid m the operation and arianagernem of the Building and the Lot, including management ami maintenance of the parking areas, exclusive of financing expenses, as determined in accordance• with generally acoerated accounting principles. Operating Cords include, without limitation,t,c;alai of cleaning, security and janitorial service (incivility, costs of materaala and equipment); maintenance and repairs to the Property (including debris. Iaiidacaping, repair of heating and an. conditioning equil:rrern, elevator maintenance and maintenance of other building component ', payments under all service conttiscts relating to the operation and maintenance of the Property raumageme t .fees; wages, salaries; benefits, payroll taxes and untrnployrnerat c:orpensat cm ir,sara'tc.e for employees of Landlord or any contractor k of Landlord engaged in the cleaning,):;:%'iii maintenance or security of the Property insuranx relating to the Property, legal fees related to the management of tenants and operations of the Ruperty,auditing expenses; any capital cxcndjture made by Landloid following the Commencement Dateforthepur oseofreducMuot.her operating expenses or complying with any govern nema refuirmen' Lt long as GRACE:ACADEMY INTERNATIONAL LEASE fliI,201i 0 of 36 6/14/16 5:27 PM such expenditure is amortized in aid with generally aocepted accounting principles, provided te Itrwem that no capital expenditure shall be deemed an Operating Cost for u hereof: payments other than Taxes(as hereinafter defined) (including;, but not limited to,water and sewer charges,spec ial assessments and other user fees),supplies and all other expenses customarily incurred in connection vitl the on otbuildangs similar to the Building. (c) "'Faxes" shah mean all payments, all taxes, assessments and bettcrniethfa levied, assessed or imposed by any governmental orregtt atoty authority upon or against the Property or frarrienis in lieu therefor. If at any time during the Term, any tax oexcise en rents or other taxes, however_er dr scribed, are levied or assessed against Landlord with respect in the rein reserved hereunder, either wholly or partially in substitution for real estate taxes assessed or levied on Property, or payments in lieu thereof, such tax. or excise on rents shall be inclndeu in Taxes; however, 'Taxes shall not include franchise, estate, inheritance, succession, capital levy, transfer, income or excess profits taxes assessed on Landlord. NO "Operating Cost F-u alation Statement" shall mean statements in ivriltr:r signed Ivy Landlord setting forth the amounts payable by Tenant for a specified calendar year or :titer computation period pursuant to this Section, (c) "Tax Escalation Statements° shall mean staunnents in writing signed lTy Landlord setting forth the amounts payable by Tenant for a specified calendar year or other compilation period pursuant to this Section. f l "Tenant's Proportionate Share'{ shall uteari the percentage shown in Section 1.1.12 above. Tenants Prwortionatti Share shall be subject to change from time to time a and if the gross rentable square footage of either the Premises or the Building changes i4i„c; f-ze?g,e.-a: is a multi-building project and any tax expense, insurance expense, or other Operating Cost is Frit 5;3�.�tel� C! eh�fi ds�ifical y 10 the 1 ildeng, but is charged a'insr the Pruperry whole, 1.andio#d shall reasonably determine the portion of such Operating Costs chargeable to'feat,;;?t. t "'��-tt�-•'. fir•-�,-'#1`�f•-�3JE`eettos'~'1 Si4#f:4t..cli4lf?elYi¢-<•;a r'a.3`a>t'!{is•::�$-a3fi�:a•-i�:�t{^.�s•. ,e�tt•Q.l;-e �".•.��5€�dl�t3i~�;�lh?vt�••�,s;�E�t �.��trzai�'•; :;c6t• •gl "41# 4-Teri +�•a c3etfit••ic� reibkt i0B-Sc pia r-tl# cli14- betiveno-efe lit s rain ,ent.. •. -a �a�Titn-•Gobi eti#tfon;yta. r eiit rt,. -l;hls ��u��4='�,,�.} e :�fat�ta1#-ltt�b �'�•f'a�rar�•f��e. yfr�;t�:f Tut- x ttiairt� ess -s > .t o •ti e-t� el*stattr i64f4e tt-lh#�cler_•ti4 : reialfttioik•4;;;a-it.`# eorii;thriless-tom teat .�+ e -tE1►e tl E� tt - e� '�r�a���-err�i-rot-the• •-iiii:.rie- :�;•et>r�bi;ab-•�at�?aay. nterp -••° t•1e- ,e-paid--•bw :l at-- •- artt•cee•iive •-1ha laree t eii-to fhot-ttota-of-tha-.Tink-t�04-.1iixi �>.'1-er�QtH-•soh#h2€�bG.-e��lr•�;:3r-+F3sae�••fi 54. .f ” flitaelt- t diar-ye ir•t esetiterl-yy—Ya 6 GRACE AC c Etv1Y t1'4TERNAT)QNAt.LEASE JULY 1, 201r, 1 �f 36 6/14/16.5:2'7 Pk f*acill:,- t■im 3 tter.efivitioh-t r#9 -tiumber.ofo lays- hielt-falAv4thif3-the-eal# E!!- Yew~aw a4#-the-den rr. rrf -w#1 -f5--€ • sf -five{36&), tail -over-t - e• •-Oper�•�-Se-t, &�.-C 0544;nt "+.-Sush Wyn .-i•3f-- •gym•,-At--tom eii.d-o-teeh- £' -aut a t)pete? t -C c3,,a axe c.J , }•� � 't yew. utt�-:�1 e� #tre f overp riaeri •ef y -C 3�tel�tg•C:�-�sr ..�iibui•1-4aave-beeEr•paid•-tt -t :tla•rsf-tateia-ftelrxr,nt lC T•enent-bas-lin o ;i enr -s#a y- wee •to- c • •w tn•iif of the relote-of-tt •t ie;atifig-Cf�; • t iow-S a ri3et .. tnd of -the -tii-�wit�e •�•�k�6e�'• '-slif�ert-iti•xe�eref!-#f€••t�•t':�� "Tint tlel� #te 'f > -the -tit#- - 3`-oieek t�t�4#i to iv- i aerytnent -dam-' oufli- 1149e-•Pf tl ro +ded-by-• ndle+4•mfr e-! l nme3ee.of-ter-n te-•i tide-of-a-•ca m•cif:; y •re et c-- -a•lkwi;-t if�tec- ife -is••t iin*er- ate {-Win; • ti •t thi e-e l r „ter ofd-ate►�1enoiain'tee•otl++ vis-41Fea-irasiilge3>•si•:tty�' •t•3fi4- 4 lfy e •- e ...: - - e-• pa x--4-Tai-•-Cosi4- c tis-to' Tettaht-ttaftlig--Ote-4-efni-41esitit--of-abatement---ef-stioh-Taliee-by.-lega"-fifoeee crfig ; t ettle f ientt:•or-oche fwi a;• Andlfftl-•s Tenant-•• E='='s:*-tt'te�oo�it�ttt3t,.el, es-the -o.�t*ia r+�•�t� � - yanp t1 r .attorney—s#a nd-dais s•4 ;itic affed•in ..ttto-ao�s €-t:zie:rte--ror.-w# x-e•t n it•-;.W4--ha.ve-iYe--fight-€o se i-fi tty ii r i.ditipute7or of ciroftt.a�• •pfeeetiti -withetiy-ot#;ertowe.ttefit+it-rtgeflo: �t"?,• Any disputes arising with respect to the amount of any payment due il:ltLx this &crion shall, upon request by either parity, be finally determined by a court of(Alit et nt jurisdiction in .Miami-r atie County, "Florida. Tenant shall pay all of its costs and t:xperiser of litigation., and if said litigation determines that the amount stated in the Tax Escalation Statement or Operating Cost Escalation Statement is not mori", thm ten percent (10%) above the Tax Cost -Excess or the Operating Cost Excess,.tpcetively,as billed to Tenant,Tenant shall also pay rill of Landlord's costs and expenses. of litigation., including, without limitation, the fees of experts a ei. reasonable a;lt;ritey' lees. Any obligation a.t"Tettartt under this Section whisk shall not have been paid a: the expiration of the Teun shall survive such expiration and shall be paid when and as the amount of same shall he determined together with interest thereon at the prime rate of interest then currently charged by Bank of America.N.A, (or, iTapplicable,its tavessors)plus 2%from the elate the spurn was first chic to Landlord. GRA(I ACADEMY WI: NA7tONAt•LEASE MAY 1,1Rt5 12 of 36 6/14/16.5:27 PN iu,uur,uw.uuaa.ul ....t.�.,,...... ....... ...,.... ..`..............„c„ .. 4.2.6 The additional rent required to be paid by Telant under this Section,together with.the Base Rent.and any other sums due Landlord under this Lease,is hereinafter collectively cailkd the "Rent.." 4.3 Palda S,;,All payments of Rent shall be made to Landioti+,€r to such other pert as Landlord may front time to time designate. &.4 LATE jailLsjzar,ga.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 awl) tnenta 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 flundred Filly Dollars and No Cents ($250.00) If any payment due fiioili Tenant shall rz:rnain overdue for more than ten (10) days, interest shall accrue daily on the past due amount tom the date such amoxuu 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 file percent (5%) or S2S0.00 cute charge or any mho-remedy available to Landlord. 4.5 1 l—,i;C"1' TL 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 ttie tame of Tenant, who shall have sole responsibility for paying this expense directly to the utility company. The ue)rsurnptiotl of electricity for common areas will be paid for by Landlord, and included in Operating Costs. 4.6 ILLIZA5L.This Lease shall be deemed and construed to be a "net lease" and "1 ctia.ni shalt 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-oft,other than as ,. for,expressly provided f�,r,atl;, under no circumstances or conditions, whether now existing or hereafter arising, car whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsc,evet or be under any other obligation or liability hereunder cxc4.pt as herein caber%visC;expressly settiiltb. ARTICLE 5 5,1 kANQ K.'st..., .� L+S.xy)Y.l lNQIIIL _ Z ..ant i following during the Terri. � ' dlcir� shall perform the 5.1J l d Zing S rvjc Landlord will furnish the following services to Teems,, the cost o which shall be included in Operating Costs. (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 C=RACE ACALEMY INTERNATIONAL LEASE JULY 1,2015 13 of 36 6/14/16.5:27 PN (b) Automatically operated passenger elevator service and water at those points of supply provided for general use of its tumults, (e) Freigjat elevators on an "as available" basis for incidental use by Tenant; {tl± Maintenance and repair of the exterior of the Budding and the Building grounds,including shrubbery and the parking lot area:and re) Security service for the.Building election,through I.�artdEcrrd'8 employees or independent a .:andlclr�f shall furnish, solely at I..�.trrltord's contractorsx reasonable additional Budding operation.srrviecs upon reasonable advance request of Tenant- at equitable rates as from tune to time established by Landlord to be paid by Tenant. 5 13 eAdjks: Except as otherwise provided in Article 7, Landlord shall make such repairs the roof, exterior walls,floor slabs and conumin facilities of the Budding 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 electxkal, t lu iinaurt; and air ,:oiditioning within the Building, unless damage was caused by the direct or indirect nel It enee or lank. of Tenant, its employees, agents or invitees, in which event Tenant shall be responsible for said costs, which Landlord trmy charge to Tenant as additional rent, if the Leased Prernisc;; become untenantabie by reason of fire, windstcirm or other events beyond the control of Tenant air Landlord, then during such period the rental provided herein r •ll s and be a and the Landlord shall have a reasonable time during which to make the required eppairs. or nut the event landlord elect:; 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. � QUIE?t 311. T• Q MEENT: Landlord has the right to make this l..eas Tenant,a�.d l'�.risAlit., t;2. paying the rent and performin=g its oblit aliens hereunder,shall peacefully and quietly leave, bold and eojav the Premises throughout. the Tenn without any manner of hindrance or nidestatuo n Lan il( r d or au)yone a- ing 0 behalf of Landlord subject,however, terms l � , to all the :1rtn;9 i1t)tl l).i)Yi:si:; t 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 I�d'C ilZt xs"I<1 . . $.3 l Landlord shall nut be liable to !tent � reason 'tenant for any compensation iSr trrdttctliot: )t by ,eason of inconvenience or annoyance or for loss ot'business arising from plower lesse om shortages or front the necessity of Landlord's entering the Premises for arty of the puiposes in this Lease authorized, Or for repairing the Premises or any portirra of the Property. In case Landlord is prevented or delayed from inakittg any repairs, alterations or improvements or furnishing any service or performing any other covenant or duty to he performed on.Landlord's part, by reason of 9 GriACE ALADEIVIYINTERNATIONAt LEAS[ JULY 1,2015 r' 14 of 36 6/14/16.5:27 Ph 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 saint'}five rise to a claim in MnanCs favor that such failure constitutes actual oT constructive,total or partial, eviction from the Premises 53.1 Landlord reserves the right to stop any service or utility system when necessary ssaryy by reason of accident or emergent), or until necessary repairs have been completed. Except emergency repairs,Landlord will eve Tenant reasonable advance notice of any contemplated stoppage and will use reasonable.efforts to avoid unnecessary inconvenience to Tenant by reason thereof. � ARTICLE 6 6.1 1 N 'S CQyENANTS 41.11tUNc TUE'TERM..Tenant covenants during the Thin and such further tune ai Tenant occupies any part rrf thre Premises, to do and perlflm the following matters. 6.1 Icaatits eavni nt .Tenant shall pay,when due,(a)all Base Rent and additional rein, (b) all taxes which may be imposed on Tenant's personal property in the Premises (including, without limitation,Tenant's l xturcs and equipment) regardless to whmever assessed,(e)all sales taxes which may be imposed on the payment by Tenant of Liam Rent and/or additional rent due lreretinder•, (d) all charges for telephone, electricity and other utility services (including, service in: sectiotrs therefor) rendered to the Premises and separately metered or billed to Tenant,and(e).,is additional rent,all charges of L:atallord rendered pursuant to Section 4.2 hereof and any other stuns due L.andlo:d pursuant to this Lease. 6.1' ROA.42,11 and field:lt, „t : Tenant: shall keep the Premises in good or;;et, repair and condition,reasonable Wear only excepted;at the expiration or termination of this Lease, .k errant shall peaceably yield up the Premises and all changes and additions therein in such or le,, repair and condition. Subject to the provisions of Section z.5, Tenant shall remove all personal property oCTenatlt,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 thcmn clean and neat, Any property remaining on the Premises may, at Landlord-3 di c coon, be removed, destroyed,sold,stored or otherwise disposed of at Tenant's cost. .t.3 t 1:timc}_ai.r; C_<`. e:Tenant shall,eorlttnrronsiv from the Ccituncr enrer t 1. ac, :ssc and occupy tl t: 'EZ'.itiisei only for the Pert{htted Use,and shall not injure or deface t e Premises or 1'ruperts', and shall not rmit in the P 1 `etrtises any auction, sale, nuisance or the emission from the Premises(Warty ubjectiot}able noise or odor,nor any use which is improper,offensive,contrary to law or ordinances,or liable to invalidate or increase the premiums fix arty insurance on the Building or its contents capable to render nec;e,.c asv any alteration or,addition to the'Building,nor cause the vielalio: of airy laws,ordinances,building codes,rules or regulations, any order or judgment,permit or license, an' federal, state or local governmental or regulatory entity having jurisdiction over or application to the Property, including hut not limited to the:Board of Fire Urnd"rwtitcra and the Americans with Disahrluies Act and all cegtttations and orders prcnmigirted to such act (collectively,"Appticubte 10 GRACE ACADEMY INTERNATIONAL AT€ONA1, LEASE JULY 1, 201S 5 of 36 6/14/16.5:27 PM Laws"}; Timm warrants that all improvements or alterations of the Premises iniukt by Tenant ar Tenant's employees, agents or eonttractors,either prior to T'enant's occupancy of the Premises or at any time durine the term of this Lease,will comply with all Applicable Laws. Tenant win prey,ure at its own expense ail permits and license.s required for the transaction of its business in the Pienuses. 6.1.4 #l`z . iza...: sd S !g1s. Throughout the term, Tenant shall prevent the preSenCe. use, generation; release,discharge,stoi age,disposal,or transportation of any 1 irizardous M..tennis as hereinafter define)on, under, in.above,to, or from the Premises other than in strict compliance with Applicable Laws. For purposes of this provisions, 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 of the l'resutses (a) results in a release of Hazardous Nlaterials that is not in Lomplianeo with Applicable Laws or permits issued thereunder; tb) gives rise to any claim or requires a response under common law or Applicable Laws or permits issued thereunder, (c) c;uaisus a significant public health el t;tr(d)cremes a,ninisance,then Tenant shall,at its sole root and expense: (i)immediately,or as soon as practicable,provide verbal notice thereof to l..aradlar•.Z as well a written notice to Landlord to the manna required by this Lease, which notice sl asp identify the 1•1ix4iitdotis. ateri.ala involved and the emergency procedures taken or to be taken. <.n f iii) promptly take all action in response to :swell situation required by Applicable Laws. provided that Tenant shall first obtain Landlords approval ot'the reniediation plan to be undertaken. 5.1,$ (t tip p., .Ri, '*'I r.g31 :Tenant nt.shall comply with the Rules and Rep ulattoils set felt h in Exhibit f3 and all other reasonable Rules and Regulations hereafter made by Landtoi t, of w lip}i Tenant shall have been notified, lorthe care and use of tbe Propel y. 6.1.6 $. 17t, 1 z: Tenant shall keep the Premis Premises equipped with all safety cnpn�lizer�ces required by law or ordinance or any other regulation of any public authority f arts• use made by Tenant and to procure all � any p ..�ttor>€ti lJCC;aiisc ;n, ii p all licenses and permits so required and, if. requested by Landlord, shall do any work so'acquired became of such use, at being understood that the farel.,:zn:r,; Provisions shall not be construed to broaden in any way Tenant's Permitted Usc, ::x l." A aigatn. rit.(i;[)(1iti Ctjinr.{:Tenant:dull not,without the prior wr ittc.n c}rlsc.l; at Landlord, assign this lease,make any sublease or permit occupancy of the Premises or any Dart thereof by anyone other than Tennant, voluntarily or by operation of law (it being understood ttt i Landlord shall not unreasonably withhold or delay its consent herein required), Ter.anl sl alit as addirtoil ai runt, reimburse Landlord promptly for reasonable legal and other eap enscs incurred by t:%ErrrilOtrl in COnnt.'CtIC)11 with any request by Tenant for consent to assignment or subletting, No co=nsent by Landlord shall affect the continuing liability of Tenant(which,following assignment,t;;h id b joint and several will the asst net), iii^ and no consent.to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Any permitted�-t.'rrrtitt.,cz :ns5igrnev, subtenant or ori?E'" t;CC'ir;;ails must deliver a wihttenn irnstrunIcnt to Landlord, in form anti substance reasonably satisfactui"y to Landlord, by which such a sssi :nee subtenant or other occupant maces to be bound by and assume <;ll obligations of Tenant under this Lease relating to the portion of the Premises acquired by such iissignet subtenant or otheroccupaitt_ z;. GRACE ACADEMY MTERNATtOMAt.lEASF. JULY:,20115 �.. cµ . 16 of 36 6/14/16..5'27 PN Any attempted assignment, subleasing or tither 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 coon memia iy reasonable brokerage fees and out of pocket casts of leasing) which is payable ;c> Tenant in connections with such subleasing or assign ne t or occupancy,in excess of the sums due Landlord by Tenant under this Lease, shall be parable one-halt'to Landlord,and otx-half nay, be retained by Tenant 6,1.8 L g: Tenant shall not place a load upon the Premises exceeding an average rate of'fitly (5t))pounds of live load per square foot of floor area, and shall not move any safe; vault or rather heavy equipment in, about or out of the Premises,except in such manner and at such times as Landlord shall in each instane approve. Tenant's business machines and mechanical equipment which cause vibration or noise that may i , :;tr?,i:.�ttrre or to any other leased space in the Building ay l� transmitted to the E�t,itciir�.; 1' g s. ll be placed and maintained by 'Tenant in settings of cork, rubber, springy or oilier types of vibration eliminators sufficient to eliminate such vibration or noise, 6.1.9 L and1. c r. 't Cogs. Zxt case Landlord shall, without any fault on its pan, he made party to any litigation commenced by or against Tenant or by or against�` t by 4,dfilSt arts 13Qfttz:>: in possession of the Promises or any part thereof claiming under Tenant, Tenant shall pay, as additional rent, alt costs including., without implied limitation, reasonable attorneys fees incurred by or Unposed upon Landlord in connection with such litigation and, as additional rem, shall also pay ail such costs and fee incurred by Landlord for any obligations of Tenant under this Lease, 6.1.1 G 'Tenant Property: All the furnishings, figures. equipment. of lists and propel,'of every kind,nature and de'c;rilrion of Tenant and()fall persons claiming by, tc'3ri)nz;1 or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by `tenant or anyone claiming under Tenant, may he on the Premises or elsewhere in the Pmperty shall be at the sole risk and hazard of Tenant,and if the whole or any past thereof shall be destroyed or damaged by .tire; water or other'wiae, or by leakage or bursting of water pipes. other pipes: by theft or from any other cause, no part of said loss or darna.ge is t be charged?c to or to be borne by Landlord unless located off the Premises and due to the willful act or gwss hie if 'e:ice of Landlord. 6.1 11 l is t : ('errant shall pay to Landlord twice the total of the Base Rem<md 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 terintnatiori of this Lease, whether by lapse of time or otherwise,and shall also pay all damages sustained by Landlord on aeCournz thetwf The provisions of this Subsection shall not operate as a waiver by Landlord of any right c 1' -entr prDvided 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 written notice at any time durm2? the holding over,constitute an extension of this Lease for a period of one a)year 17 GRACE ACADEMY JULY 1, 103,E 17 of 36 6/14/16.5727 P1V ARTICLES 7 the Premises,71 tI j ry AND:14,1:11,Q; in case during the Term all or any substantial part of 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 Landlords elections which may he made, notwithstanding that Landlord's entire interest may have been divested, by notice given to Tenant within sixty (60) days after the oc,surtence of the event giving rise to the election to terminate, which notice shall specify the effective date of termination which shall not he less than thirty (A) nor more than. sixty (60) clays after the date of the notice of such termination. En case darinya, the Tern, all or any substantial part of the Pn miser shall be taker 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 dale of actual physical taking of possession under such taking. If in any such rase the Premises arc rendered unfit flit use and occupation and the Lease is not so terminated, Landlord shall use due diligence to put the Premises, or, in the ease of takinv,what.may remain thereol(exchiding any items installed or paid for by Tenant,which.Tenaiit 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 applkahie laws then in eiThct and a just proportion of the Baie Rent and additional rent according to the nature and extent of the injnav 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 permanendy reduces the area of the i'rtazlisas, a just proportion of the Base Resit and additional rent shall be abate for the remainder' of the Terns and an appropriate adjustment shall be made to the annual estimated Operating Costs. 7.2 ftg$FRV.A: IQL QF A.W . t : Landlord reserves to itself any and all rights to receive awards made for damages to the ;'remises a; r3i�ilciin�, or Lot and the leasehold iierebt: created, or any one or more of them,accruing by reason of exercise of eminent domain or by reason o,r;ii)thing lawfully done in pursuance of public or other authority. Tenant hereby releases and as:aga?s, to Landlord all Tenant's rights to such awards, and covenants to deliver such further :,sszgnrnenta and assura:ices 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 Tenants name, it being agreed and understood, however, that Landlord does not reserve to itself an d Tenant doe not assign to Landlord any damages payable for (i) movable trade fixtures installed by Tenant or elauntinz under reliant, at its own expense, or(ii; relocation expenses recoverable by Tenant from such authority in a separate action, ARTICLE 8 RIGHTS Q.).'MORT.QAGET S 3 1>l lORUY.Q17 LEASE Landlord ox any molt shalt have the option to si:frfrrt-l.ixiate this Lease to any mortgage�ag0e of Landlord, from is?tl. to time, the Lot or Building, or both (the "Mortgaged Premises"), or deal that trust(a "Mortgage")gel+) of 1, provided that the 13 GRACE ACAb5MY INTERNATIONAL LEASE JULY 1,2015 i \ • R�f 36 6i/14/16.5:27 P?V haler thereof("Mortgage*")agrees in writing to recognize the ri ASS of Tenant under this Lease and to accept Tenant as a tenant of the Premi&es under the terms and conditions of'this Lease trn the(NOM of acquisition of title by such holier through foreclosure proceedings.or otherwise,Tcraa;at agrees to iecognize recognize MO ligape as Landlord i 3=11 dirt. The provisions of this Section 8_1 shall bind and inure to the benefit of the stuxessors and assigns of Tenant. and of MOliggee and opera anyone purchasing the,Mortiraged Premises at any foreclosure tie or otherwise. Any to which this Lease shall be subordinated may contain such terms,provisions and conditions the Mortgagee deems usual or Customary. 82 LIMfA iQ QN Mpg 1.tACaJ#k ABILI: :: Upon entry and taking o of the Mortgaged Premises for strsy purpose other than foreclosure, 'Mortgag,ce shall have all rights of Landlord and, during the period of such pt'ossei iorz,the duty to perform all Landlord's obligations hereunder. Except during such period of possession, no gulch holder shall he liable either ti.3 mortgagee ee or as holder of a collateral assignment of this Least, to petfurr l or be liable in cl<:ix;ai yes for failure. to perform, any of the obligations of Landlord, unless and and such holder still and rake pouessr(irt of the Mortgaged Premises Ear the purpose of foreclosing a Mortgage. U ion entry for the purpose or 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 discoritin;iai ec tai airy foreclosure proceeding shall be deemed a conveyance under the provisions of Section 10.3 to iI e owner of the equity of the mortgaged premise& 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 L.andlord'r obligations under this Lease unless and until such holder acquires title to the Lot and/or Building through tbrec:los:xrc or otherwise, and if such holder does so acquire title, in no event shall such holder ha .c, 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. Notviithstanthag any other provisions to the corttrs;',' contained in this Lase,if prior to substantial of o completion r lz Landlord's on#ip.tions under Article ., 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 tco"1";:.naE,j, and landlord at arty time within ninety (90) days after such entry and taking at possession, not to perfO rn Landined's obligations under Article 3, and in such event such holder and al! pertions claiming under it shall be relieved of all obligations to perform and all liability for failure to nero,l In 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 gizeil its notice as athresaid. 3.4 NO li,F, ,vM NrO X OI f , ..,��_.� R� ��.�"1CA:1�.ON- No Base Rent, additional ret';t, or any stile; charge shall be paid more than thirty (30) days prior to the due dates thereof, and pav:,ient; magi: in violation of this provision shall(except to the extent that such payments arc actually ret;i.:‘:red by a,n0l igagee in possession or in the process of foreclosing its mortgage)be a nullity as against sod; moor ga ee, and Tenant shall be liable for the amount of such payments to such mortgagee N,) assigrunent of this Lease and no agreement to make or accept any surrender, termination or (nncellatiiin of this Lease and no agreement to modify so as to reduce the rent, change the Term Cu otherwise materially change the rights of Landlord or holder of a mortgage affecting the Premises under this Lease, or to relieve Tenant of zany obtig,.;iosic or liability under this i emce, 14 { RACE AC DE MY INTFA NATiOMAL trA5r JULY a,2015 19 of 36 c. /14/16.5:27 PW shall be valid, unless consented to in writing by Landlord's mortgages of record, if any 8,5 Nib RI... lr; tJl No act or failure .�.._..........,.`�.: .����."I`1Ci,�: to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenants ohlieaticrtrs hereunder or to terminate this Lease,shall result in a release or termination.of such obligations or a terr;iinaiion of this Lease unless i I'enairt shall have first given written notice of Landlord's act or fiaiiurc to act to Landlord's Mortgagees of record, failure to act on the part of Landlord which could or give basistto��l�s nigh st,zand tji) such .Mo;tgagoes, afer 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 skc:h condition.. 'Reasonable time" as used above rr its and includes a reasonable ttine to obtain possession of the Mortgaged Premises if the Mortgagee elects to do so and a reasonable tires;;w CA»T;ct or cure the condition if such condition is dew-mined toexist, 8.6 t'z<? T NVI. C OFFER: The covenants and agreements contained in this Leisc with respect to the rights., powers and benefits of a morttag ( thereby, the covenants �''�'• (particularly;without limitation °t. and agreements contained in this Article 8)constitutes a continuing otf:T to any person,corporation or other entity,which by accepting or requiring an assignment of this leas or by enny or foreclosure assumes the obligations herein set fcirth with respect to such Mortgagee, subject to the provisions of Section 8,3 such Mortgagee > > l�itz� hereby constituted a party to ti;',, ;..ease as an obligee hereunder subject to the provisions of Section 8,3 to the same extent as though fist; name was w itten hereon as such., and such Mortgagee shall be entitled to enforce such provisions zra 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 ?vIORTt':i,AS a 5 A j>PROVA.L. Landlord's obligation to perform its coveriatit, and agreements hereunder is subject to the condition precedent that this lease be approved by the holder of arly mortgage of which the Premises arc at tart and by the user of any commitment to make a Mortgage loan which is an effect on the"date hereof. Unless Landlord gives Tenant written within ftl �t (1 Sr business days after the Effective Date;that such holder or issuer, or bode, disapproto Or has not approved this Lease, then this condition shall be deemed to have been uotislied or waved and the provisions of this Section 8.7 shall be of no further force or effect. 8.8 SC; C'fI 4sootkpl:' MQQ1 't A EE: All of tlte rights h t)f'i:�t)1irnt�es on the Lot ar:d;or E3uilefirt; set and prrvile};c-s of the holden, such holders and their respective successors and assigns,� includin l inure wthou t li; benefit of � applicable any �•.� t f� without limitation where h purchases at foreclosure and other parties claiming title by,through or under any such holders, Where reference is made herein to foreclosure, the same IS GRACE ACADEMY iNT'R'dA't't(l tALLEASE JULY 1, 2015 ID of 36 6/14/16.5:27 PM 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 L1:l'At j 1.;: 9.1 YF AO DEEFA. j j;The occurrence of any of the followin, shall be ; to be an event of default under this Lease: if any default by Tenant continues after notice., in tease of Base Rent or any additional rent,fox more than ten(JO)days,or Many other case for more than thirty(3O)days and such additional time, if any, as is reasonably r:eesess ary to cure the default Of 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 comrrrence to c;i.ire the default within thirty(3 0)days,and thereafter diligently and continuously prosecutes such cure to completion), or if Tenant or any ( uarantor makes any assignment for the benefit of creditors,commits any act of bankruptcy or tiles a petition under any bankruptcy or insolv4rr3cy law, or if such a petition is filed :against Tenant or an4 Guarantor and is not dismissed within forty-five (45) days, or if a receiver or sitriiar officer becomes entitled to Tenant's leasehold hereunder and it is not returned to I errant within forty-;`s11 {OS:days, or if such leasehold is taken on execution or other process of law in any action against Tenant. in the event ot'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 followim.: rights and remedies, which are cumulative and not alternative 9.l.1 Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlords account,or Landlord may terminate Tenants right of possession or the Premises. 'levant shall then quit and surrender the l'i mises to Landlord. Tenant's liabllny under all of the provisions dYf this Lao shall continue notwithstanding any expiration and surrender,or any re-entry, repossession, or disposition hereunder, including to the extent legal; permissible, payment of ill 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 at-A derwed and Tenant shall pay Landlord damages t::1 the amount of any and all sums which would have been due thr the rem/Linde; of the Term, subject to the provisions of'Section 9.1 S l�eltiwv, t.4,1,2 Landlord may enter-the Premises as agent of Tenant to take p osse;ssion of any property of Tenant on the Premises,to store such property at the expense and risk of Tenant cr tv sell 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 rerrroval may he effectuated by swill-duly -ohs possess proceedings, by any suitable action or proceeding. or otherwise. Landlord, shall not be liabl:, in any way in c ntriection with its actions pursuant to this section, to the extent that its actions arc in accordance with Applicable Laws. 91.3 Landlord may relet all or any part of:he Premises for all or any part of'the uncxptied portion of the Terms.of this Lease or t c any longer period,and may accept any rent then attainable; (cant any concessions of rent, and agree to paint or make any special repairs, GRACE:ACADEMY tNTE RNAT:ONAL LEASE Wet 1,2015 >_1 of 36 6/14/16.5:27 PM alteratiorns-, and decorations for any new Tenant as it may den at sable in its sole and absolute discretion I,artcdotxi shall be under no obligation to reld or to attempt to relet the Preintsess 9.t.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 rl Landlo,d'%. intention to perform such coveran.ta need be given 10 Tenant unless expressly required by this Lease Landlord shall not be liable to Tenant for any loss or damage catb d by acts of Landlord ial remedying or attempting to remedy such default and Tenant shall pay to andlor'd 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 die date of payment by Landlord until repaid by Tenant. 9.1.5 In calculating the amounts to be paid by Tenant to L andlord pursuant to this Section 9, Tenant shall be credited with the net proceeds of any rents obtained by Landlord by relating the Premises, after deducting all Landlor'd's expenses in cornlcetion with such :retefting, including, without limitation, all repossession costs, brokerage commissions., and furs for legal ..ervic,es. ft is rtgrced by Tenant.that Landlord may (1)relet the Prernis or any part or part thereof of a teen or terms which may, at Landlord's option, bt equal to or less than or greater than the perii;d which would otherwise have constituted the balance of the Term and may grant such cots eS:?iOn i and free rent as Landlord, in its sij.l: judgment, considers advisable or necessary to relct the same,and(ii) ivake Such alterations.,repairs and decorations in the Premises as Landlord, fcrl,:iC2.judgment, oconsiders advisable or necessary to relet the same, and no action of t.rriidloid in accordance with the foregoing or failure to Met or to collect rent trader relettiog shalt operate or be.writ trtcx ci 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 ere time of such termination of this Lease or of Tenant's nght of damages r; � possession, in lieu of any i)t.l'i::, ziges or indemnity and in lieu of full recovery by Landlord of'all S'trrri; payable under all Ills p.rovi siomi, of this Section .1, Landlord may by wn t 1 ". :: i�tiri rlr,t1Ct to Tenant, at any t?,?t•". Ala this Lease is terminated under any of the provisions contained in this Secttio; 9. otherwise terminated for breach of �" ) � or Iz art'obligation ofTenant and before such full re ov�>rti',elect ect to recover and Tenant shall thereupon pay,as liquidated damages an amount equal to the aggregate of the lase Rent and additional rent accrued in the twelve (12) months ended next prior to such Ler:.atrlatEC;ti, plus the amount of Base Rent and additional rent of any kind accrued and unpaid rir `:.1'e time of rein I Mallon and less the amount of -r.'] rt:OYiSiCi3iS i)`t}IkS Section 9.d up t(=the time of 3 y recovery by Landlord under the f4'z(:gETi!ik; payment t t tit's such liquidated damages. 9.1.7 Nothing contained itt this tease shah, howes.cr, limit or prejudice illc; r1L;h: of Landlord tt:o prove and obtain in presceccfm s for l� termination � , g bankruptcy or insolvency by rcaa:.rt of t1,.. f this Lease,an amount equal to the rliro..imuni allowed 1w any statute Car rile cif izw >.tffeet ;tt the t :rte when, and governing the ' "oce 1i t 's > the t• � .�_ �,. in which, .11c r�t..titi arc to be proved, whether'or lira the amount be greater:equal to or less than the amount of the' loss or Carnage:_;rt>.t rreci tit aboie. t 7 r.;F!AC:AG:;r 7.4Y tNTE{NATIJNAt•LE/6i: JULY 1, 21)15 \`� • '2 of 36 6/14/16.5:27 PM 93 2 COS-1'$: Tenant still 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 wider this Lie. In addition, upon any default by Tenant,Tenant shalt asst~ be liable to Landlord for the expenses to which Landlord may be put in re emenng the l'rc miSL'S, reletting the Premises(Mc/tiding attorneys'fees and disbursements, marshal's Ices, and brokerage fee;,in so doing),and any other expenses reasonably incurred by Landlord. 9.3 WAlYFER: No delay or omission by Landlord in exercising:e right or remedy shrill exhaust or impair the same or constitute a waiver of; or aNuiescence to,a default. ARTICLE 1C1 10.1. IN sE: RPRET:A'fl<)N. he titles of the A.riteles and Sections arc for onvenience nd are not to he con idered in construing(his Lease. Whenever required by the context of this Lease.,to sir molar shall include the plural t id the plural shalt include the singular The masculine, feminine and neut;;i-senders shall each include the other. In any pruvi ion relating to the conduct,acts or oczttasion, of -Tenant the term 'Tenant' shall include Town's agents, employees, contractors, invitees, successors or others using the Premises,Building or Property with 'tenant's expressed o ire plies permission. 10.2 NOI TE Any novice, approval, consent, request, or election required or permitted to be nivcn or trade pursuant to this Lease shall be addressed,if to Landlord, at Landlord's address of such other address as may have been specified by prior notice to Tenant, and ii to Tenant, at the Premises or "tenant's address or at such other place as :rra.y have been specified I.arl,ll�,,rd Any pea ti«.€ by prior notice to ny communicat€an so addressed shall be deemed duly served if personally dell'vered err sent by nationally-recognized overnight delivery service. I fl I.AND(:X31 ys Ll;ABii I"T''Y- CURTAIN DUTIES; e: run with the land, and Lease shall ..- i.it obligations of this Lease�sl;i;li i l,c� nd this be binding upon and inure to the benefit of the parties herein and 1i;1'e1 i, their respect."ty successors and assixices, except that the LatKl,oixt named berm and t`tst b successive owner of the Premises shall he liable only for the obligations accruing during the r;>rii:a or i:s o'+%.'ner;,lisp Neither the Landlord named herein nor- any successive owner of the ?ri neis; , whether an individual, trust,a corporation or otherwise shall have any persona;liability related to tins Lease beyond their equity interest irt he: remises, and Tenant agrees that it shall look solely to sucL equity interest then-owned by Landlord for collection of any judgment or any other judicial p E' es'i S't:qutnng the payment of money. Whenever the Premises are owned by a trustee• oblivaiiim,s of Landlord shau be t� or leer-:tc.e,, by binding upon; Landlord's trust estate, but not upon any ber:ef,ciary or shareholder of t he trust individually.ally. Any Landlord who transfers its title or rotes;;[ is relieved of all liability with respect to the obligations of Landlord under this Lease to be performed on of oiler 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 tiinds have not yet been applied under tlx:tel Ills of this Lease. Landlord wall net be in default under this Lease unless Landlord (or such ground lessor, niorEgatee or bencf'iciary) IR to ewe or diligently pursue a cure of such n.ouperforir£ance within thirty{30) days after receipt 18 GRACE ACADEMY INTERNATIONAL LEASE JULY 1,1015 13 of 36 6/14/16.5:27 PM of Tenant's written notice or such loser time as is reasonably necessary, provided that such dare is corium need within such. thirty (30) day period and thereafter pursued with reasonable diligence. 10.4 NO:O ugt.R ,j)JEK:The4.ielivery of keys to any employee of Landlord m to€ andlord`s age t or any employee thereof shall not operate as a termination of this Lease of a surrender of the Premises. 10.5 £? Vv.APili 2. The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon the strict perforn.►ance(if,any covenant or condition of this Lease shall not be d e gd 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 vrohnion,nor shall the failure of Landlord to i r e any Rules and Regulations against Tenant or any other tenant in the Building be deemed a waiver of any such Rules and Rcgulatiatas. 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 ofsuch breach by L anrfiord,unless such waiver be in W:itirt1 signed by Landlord. ■'n 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 &grecrnent or dury. 10.6 0 A.cC - _''`rj rf5 ,C'lION:No acceptance by Landlord of es > thrtn the Lease Rent and additional rent then due shall be deemed to be other Ethan cjon account sum the earlier installment of such rent due,nor shall any endorsement or statement on any check or letter accompanying any cheek or payment as rent be deemed as accord and atisfaaion and Landlord :nay accept such check or payment without prejudice to Landlord's right to recover the balance of Sueh instal hem or pursue any other remedy in this Lease pros^eded MI waivers must be in v.itint, and signed by the waiving party. Landlord's failure to enforce any provision of this Least! sr acceptance of Rent shall not be a waiver and shall not prevent Landlord from enforcing thai provision or any other provision of this Lease in the future. 10._r CU-WE/fat-YE'l'REM t)l.L ; The specific remedies to which Landlord may resort under thy: tern;: of this lease are cumulative and are not intended to be exclusive of any other rcniedie or rneiat:s of redress to which it may be lawfully entitled in case of any breach or threatened breaen by Tenant of any provisions of this Lease. In addition to the other renicdks provided in thus Lease, Landlord shall be entitled to the restraint by injunetiun of the violation or attempted or threatened violation of any of the covenants, cratadit:UM or provisions:.liriliY swain. airSrlS of this Lease,or to as d::<"E::i'. }e „ performance of any such covenant, conditions or provisions. 1`) PARTIAL Ci'AT,lIY".. If any term of this Lease, or the application thereof k3 any person or ctrcurnstanec3 shall to any extent be invalid or unenforceable;, the remainder of tnni Lease, or the application of such tern to persons ras tar circumstances other than those as to ten'L•lt is invalid or unenfoa .cable shall not be affected thereby, and each term of this Lase shall be valid and enforceable to the fullest extent permittod by law. 143 GRACE:AC.A.31 My tNTi€1NATroNAL LEAS;: RU 11,24115 .� •" `may F • t4(f 36 6/14/16.5:27 PM 10.9 LAlti l .lt `S RI{ '{' TO Ct;R If Tenant shall at any time default in the pertorli.astee:of any obligation under this Lease, L:andlotd shall have the Might,but not the obligation, to enter upon the Premises and to perform such oblic, tion,.notwithstanding the fact that no specific provision for such substituted performance:by Landlord is made in this Lease with respect to such default. In paiorming such obligation, Landlord may make any payment.of;stoney or pctfttrra any other act. All sums so paid by Landlord(together with interest at the rate of 4% per annum in excess f the their prime rate of interact.being charged by Bank of America,NA);and all necessary incidental costs and expenses in connection with the perfornianeo 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'Fermin rmn any of its obligations under this Lease. 10,I) /':S;I_C)l't I, C `lFic'. TE: Tenant ar.-e;es on the Commencement.Date!, arid froiu 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 m full force and effect; that Tenant has no cicf~:rsea, ofhets our counterclaims against its obligations to pay the Base Rent and additional rent and fc, perform its other covenants under this Lease;that there are no uncured defaults of Landlord or Tarrint under this Lease tor, if there have been any modifications, that this Lease is in full force and effect as nnodif 0j 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 rcrt and other charges have been pairs. Any such statement delivered pursuant to this Section 10.10 may he retied upon by any prospective purchaser or mortgagee of the Property or any prospective a ssiptnce of any such mortgagee, 10.t i :.£I Cl:.;..lt!.:Y ?.t'R1L In any case where either party hereto is required to do any a•. other than the payment of rem or other tonnes hereunder3. delays caused by or resulting from war, civil commotion, fire, flood, other casualty, labor difficulties, shortages or other unavailabdsty of labor, materials. equipment, energy or utility services, governmental regulations, unusually rawere weather,At of God or other causes beyond such pasty's reasonable control (but not the inability to pay money), shall not be counted in determining the time during which such act must he complei d, and such time chat! be deemed extended by such delay. in no event, however, shall the !ins; o.11 e.kcu;>t' the late payment of rent or any other monies due hereunder nor extend the time therefor 10 12 WAIVER OF TRIAL BY JURY AND C.C)UN'l'i:R jNIS; MEDIA IC) LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL B Y JURY IN ANY OR f A iROCE F ) i COUNTERCLAIM BROUGHT BY EITHER OF TIE .ARTI S k ?t ' t ACJAINS". THE O1lfER ON ANY MAT'i' R WHATSOEVER ARISING OUT OF OR IN ANY W AY CON NE C.'TED Wi Tl'I THIS LEASE.TENANT FURTHER RhR 1ORl ES THAT C'r SHALL NOT INTERPOSE ANY CC)UN'f"I RCL.AI 4 OR CO Nrf RCLAI'MS (EXCEPT C OMi'U1 SORY COUNTER CLAMS)IN ANY SUMMrlR.Y PROC:.I I DING OR IN AN Y ACTION BASED UPON NONPAYMENT OF RENT OR ANY OTHER.PAYMENT REQUIRED BY TENANT EN ) i L 1 ;Sr UPON LANDr ORD`S REQUEST, TENANT SHALL PA R l piR t 1 , 1 ,ii 11 :b >N Y ; DISPUTE BETWEEN , AND THE COST OF A M.EDIA fft SHALL DE BORNE EQUALLY Y LANDLORD AND T EN ANT 20 CRACK ACADEMY INIERNAriONA1 LEASE. JULY.t,2Ci5 15 of 36 6/14/16 5:27 Ps' a . 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 s in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 10 14 ATTORNEYS''(S' F'I t S: 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 LAN'DLORD'S ACCESS: Landlord shall be entitled at all reasonable times and upon rcusonable 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 tfgltt under this section, to the extent possible in the circumstances, an Such manner so as to minan;i-e interference with Tenarnt`s use and enjoyment of the Preinises Landlord and its agents have the rin t to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective ;ilt.rchasers, lenders, or anyone having 41 prospective interest in the i3Urlding, and,, during the last si>. months of the"Term or an renewal thereof,to show them to prospective tenants, Landlord may plrl costc3l.rraey "For Sale" or "For Lease" signs on the Pretutses,i-1uildtn or Property-as Landlord deems ticeeS5:ery 10 l LANDLORD'S LIEN: Landlord shall have,and Tenant grants to Landlord,a securit 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,a.i.SCUalD111S, 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 1rovlsiOn 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 lac'. Upon Tenant's default or breach of any totes and conditions of this Lease, Landlord shall have all remedies available tinder applicable law,including,without limit'bat?o1.1,the right to take posse;;c,ori of any or r:;t of Tenant's property and dispose of them by public or private sale in a conlnicreia is reasonable :ntmoer, Or if determined by Landlord in its discretion,to store or to dispose of them without ale. 111.16.1 Landlord shalt also have the right to relinquish possession of all or any portion nt'such fbaiiture,fixtures, equipment arid other property of Tenant.to any person("Clairtrant") claiming to be entitled to possession thereof who presents to Landlord a copy of !1 GaAcEACADEMY iNiTRNIATIA"ihh t:'.A5 .a::LY 1, alas t6 of 36 6/14/16.5:27 PM 'any instruments represented to Landlord by CAM' ant to have been executed by Tenant (or any predecessor of Teanaret)granting Claimant the right under various circumstances to take posscssiun of snot)furniture,fixtures,equipment nt or other property, without the necessity on the part of Landlnrd to inquire into the authenticity of said instrument's copy of Tenant's or Tenant's predecessor's signature hereon and without the necess4 of Landlord making any nature of investigation or inquiry as to the validity of t/te factual or legal basis upon which Claimant purports to act; and Tenant agrees to indent-nits and hold Landlord harmless froth all cos?, expense, loss,damage and liability i cidcut to I_atuilord`s retinquisltttzeut of siorn of ail or any onion of such furniture,fixtures,equipment or other property to Claimant 10.1O 2 To the extent,if tiny,that this Lease grants Landlord tiny lien or lion rights t tcater 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 me.an.in; of the Uniform Commercial Code as enacted in Florida (the "Uniform Commercial Code"),. Landlord, in addition to the rights prescribed in thisl.,ease,shall have a Security Interest,as that term is defini'd ander the Uniform Commercial Code, in the items referred to in this Section 10,16 to secure the rr:r:,r 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 nee r, sa y to create,perfect,and preserve the lien described and all additions. substi titions, replacements, and accessions thereto, and all proceeds of its or their sal 'r .flat's disposi€ on (under the Uniform Commercial Code, other statutory prcivisrimsy tai :Abel wise). Landlord, at the expense of tenant, way cause such financing statements and ,a;:;irrin.tices tit be recorded and re-recorded, flied and rep-Tiled, and renewed or continued, at such iinne;s and places as may be required or pe tnitted by law to create,perfect,and preserve such tiew; In the event Tenant fails to promptly execute and return to Landlord such financing statement; and other instruments as Landlord may require to create,preserve,and perfect its lien,Tenant and does hereby designate. Landlord to act firs Tenants agent for the wile and limited pnirp Hsu at executing scull finInteitliz; taternents and other instruments and any such execution by Landloid puffs giant tci this Lease shall be effective and binding upon Tenant as though executed ongin ?ly by Tenant Tenant's design atitfn ol'Landlord as agent hereunder shall not be subject to Ievoi atioin until this Lease is terminated 10,17 {'; }fit ' L a' 351" ;,,,'t.Jfxizt the execution of this Lease,Tenant shall deposit '.;flh -t,it.€ ord a cash Security Deposit.iit in the amount, if any, shown in Article I. The Security 3 l represents :ieett icy for the faithful performance and observance by Tenant of each and evelyterm and covenant of this Lease. Landlord may apply all or part of teae Security Deposit to any uitpnd rent or other charges dire from Tenant or to rxtre any other default of'1mmant, "File Security l ,posit rhA not Lt?nitittitC iiixukia.ted damages. If Landlord uses any part of the Security Deposit, Tenant r•e.Moct the Security Deposit to its full arnouxrt within ten(10)clay's after Landlord's written re ttc:si Tenant's failuie to do so shall be a default under this Lease. No interest shall be paid on the Secur.".,' Dqosit. Landlord.shall no be required to keep the Security Delx)sit separate from its other ace. wi and no tru;il,relationship is created with respect to the Security Depmit. .Any portion of ti'+c.St'.i,"tiri ` Deposit which shall not have been applied as provided in this Lease, or s.Iall not be required repair the Premises after Tenant vacates this 22 GRAD.t.i:.ADE:MY a;+i7 E RNATIONAt.€.fins€: AAA' 1,2.01S >_7 of 36 6/14/16_5:27 PTV Lease,shall be returned to Tenant after the final calculation and payment of the Tax Excess ss and the Operating Cost Excess for the last calendar year of the Term. t.c psi 1 10.18 only ;3grt :rttt s t the ,'1�LIrM''I between to patties pertaining to this Lease of the Premises. Roildin 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 d by all. parties, Airy other attempted ansendrrzcI3t shall be void. 10.19 JOINT, N. L Vl;;l?:r.Tl-w...l:I 131.1„L% :till p irties signing this Lease as Tenant shall I,c ,ruin ly and severally liable for all obligations of Te na xl t. 10.20 I:XI?E.& E ) OF LEASE: Submission or preparation of this Lease by Landlord, siaa, ! ;tilt conitaaurte an offer by Landlord Il dlord or option 11 till the Premises, and this Lease shall constitute an (.ft r, acceptance: or wittxac;t only as expressly specified by the terms of this Section 10.20. In the event that Tenant executes this Lease first, such action shall Institute an offer to l..and card,which rlay be accepted by Landlord by executing this Lease, and once Hers Leeafsse i.;stl 'executed by Landlord, such offer may not be revoked by Tenant and this Lease shall !home a binding contract in the event that Landlord executes this Lease first,such action shall u'nstitute an offer to Tenant, which may be accepted b � by Tenant only by delivery to Landlord of a `_•izl c:xccated copy of this Lease, together with a titlly executed copy of any and all guaranty a ge;;ments and addcnclurns and moneys to be delivered at time of'execution, provided that in the event that any parry other than Landlord makes any material or minor alteration or 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 Notanitltstandinf that the Ccnirt•:?„t3Gr.'.r<i:.'>,x1t Date may occur and the Tenn May commence e after the elate o f c;xeetnion o this trpcn 7,1;211.ve y and acceptance tifthis Lease 111 aceurdance with the terms of this Lease,this Lease shall be fully effective, and in full force and effect and valid and binding against thepaitics r.r::accordance with,but on and subject to,the terms and conditions of this Lease. i.0.21 :I U"INI RE;II AS a inaterial induc nnenu to Landlord to enter into this Lease,Tc:trr-a:t aand. itrilivid ally, each party executing this Lease on behalf of Tenant), intending that i.,andlerd dy thereon,represents and Wan.ants to landlord that; 10.21.1 • Tenant and the party exectatine on be Italia Tenant are Icily and properly authorized to execute and enter into this Lease op behalf of Tenant and •te deliver` tiTris l.. rise tp I..aarzdlar:lY 10 71.2 'fins ,Leas constitutcs a valid and binding obligation of Ten ;rt. ?'Ellbieeabl against Tenant in accordance with the terms of this Lease; "13 (,>2 C;;ACADEMY INTERNATIONAL LEASE JULY 1,2015 c•. 'R of 36 6/14/16.5:27 PM . _ • f 0.21,? Tenant is duly orgfani t validly existing. and in good Standing under the laws of the state of Tenant's organization and has full power and author sty to enter into this tease, to perform Tenants obligations under this Lease in accordance with the terms of this Lease;;and to tram's t business in the state inwhic h the Premises are focued-, and i0.11.41 The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant,and the perfornlance by Tenant of Tenants obligation andcr this Lease,have been duly authorixed_and approved by all necessary corporate or partnership action,as the ease maybe,and the execution,delivery and performance of this Lease by tenant ik not in conflict With Tenant's bylaws or articles of incorporation (if a eorporatk:n), agreement of partnership (if a. partnership), and other charters, atgreem£'nts, rules or re illations gover1111113 Tcrrant.': burs s as any of the foregoing may have been supplemented or amended in any manner. 1022 FLORIDA LAW: This Lease shall be governed by the laws of the State of Florida, 16.23 cOl..INTERf?3;.1e s•; This Lease may be executed m more than one col , _.oitt.e:plurt of which shall be deemed art original and any of which shrill be deemed :o be coiiip ere. of itself and may be introduced into evidence or used for any purpose, without the prodiw,tion cal' the other counterpart or counterparts. 10.24 ` l 1$ o THE E R$SENU.; , •-•• Time 33 of the essence f.�l. ..1;_i4 Lease and Dili provisions contained herein 11 125 APPROVAL QV PLAN$p .l'f:{JF1 A-T'noNs: Ne,tber review nor approv'.3 by of on behalf of Landlord of any Tenant's plans nor any plans and specifi,ntions for any'ren.zrt alterations or any other work shall constitute a representation or warranty by Landlord, any of Landlord's benellciarie s,the managing agent of the Building or Property or any of their t'esp cr i e avt.'t.ts, partners or employees that such plans and specifications either(i)are complete or s abk fizz their intended purpose, or (it) comply with Applicable Laws, it being expressly agreed ';;° l'*'r#;uu t!rfu neither 1.:candlord, nor any of Landlords beneficiaries, nor the managing anent of t't'I, Wino or Property nor any of their respective agents, partners or employees asssome an: responsibility or liability whatsoever to Tenant or to any other person or <:f;ii y for 't<utr eorripletene3s,suitability ox compliance RELA'T.iQ '$f.rp Landlord and Tenant disclaim any intention to create a joint venture,partnership or agency relationship mss•, •-- ;3; K : • 7oi.siaot-eew-enants:-r.eyrresen,ts••atid--wik-ra.ots•-•that-•:1=emir;tc••f,� dealings- -fie iAt ettioas-wi. aaty•-fad: ..¢ n€-ethet•••thitn-t- .-fir 4 -ifi-t'0ra t'f: trt3rk"'ri01.44W-EXHiiritiaff3r3t '© ••t43+s .' Lit`ktOkiX'Ql-egfee'r '•'Y3fty---Li t)Vitntili .3;M},: 04cie•-Weittf- -.r .feilh.s, fs tely-• e -i4tek -Ofid l;-ght141t is it•ft Ltifadififi seveitil tfiti-a -40-l:-10ld itif +s 414efnisit t*thef-fRiiat- ti- f604-air. •f €-fail tSf>Xsit , t tft rid litt-fe i e4 s-Wert to f f•trit3l;-•• • 1pefia-tand ti- atilt j-011itt64 t 24 rRci:ACA OEM r!: < , '��F=��t�t7Ot+iAt,LEASE JULY 1,��15 ' .•� C k- 9 of 36 6/14/16.527 Ply .I0,2S i ]3ITT: All Riders and Exhibits attached to this Lease and all Addend urns attached to this Lease and executed by both.Landlord and Tenant shall be deemed to to a part of and are hereby incorporated in this instrument 1.0.29 MINT/AL Tenant's ongoing or unfulfilled obligations shall sure;ve the termination of this Leas;, including but not limited to ixayment of additional rent ad}ustr iznts which may be calculated and billed air the termination of the lease, ARTICLE? 11 INSPRANCEVIDINDENtay 11.1 TENANT'S fNS1 P NC M_ tenant shall throughout the term (and any other period w1L3 Tenant rrpossession of the Premises) carry and maintain,at its sole cost and esrcniie, following types of insurances, which shall provide coverage on an occurrence basis, with respect the.P:•emise,, in the amounts specified and in the Form hereinafter provided for. 11.11 Coi;tmerc al gleral l.nat zlit _usuraxace�. Commercial gener��! Iiubi �r� a,;rr�iricca ;Ytt1t a combined s> ..�..._�......._,_ � ...._ single limit o. not less than $1,000,000,00 per occurrence (Cieilera A aw`rc gait. - S2,000,000; Products Ag negate-$2,000,000)for bodily injury and propeitydarnapc iaroiaring against legal liability of the insure with respect to said Premises or arising out of the maintenance, use or occupancy thereof, Said insurance shall include, but not be lirrarted to, independent contractor liability,products and completed operations coverage,and the Broad Form Commercial ial €:iene-al Liabilit Endorsement, including personal % a�z. and advertising liability, contractual liability and pr;;atisvr medical payments, 11.12 prn tIL0 la=I_abi ity 14surunce. Tenant shah' also earry and cciinn reiail umbrella liability Insurance with a limit ofnot less that¶2,000,000.00 per occerier:<::,, 11-1'a Y>r riv gpayranee. "Special i k.'"property insurance including pistc coverage on a replacement cost basis, with coverage equal to not less than one hundred percent (100%) of the full replacement value of ail personal property,decorations., trade fixtures, 1uru shings,equipment,alterations, leasehold improvements and betterments made by Tenant, all other corlterlts located or placed therein. , 2'.: GRACE A ;At) .MY ff,i'TERINIAIIONAL.LEASE JULY 1,2015 t.. 10 of 36 6/14/16.5:27 PM I L l 4 Y�:ks,'... �I �. .Annt.,..t loy�t._ kilifS_Jar W CUkers' Compensation Insurance covering all employs s ofTenant,as required by the law of the Suite where the, Premises are locates and Employees' Liability c:,oxvcrafe subject to a limit of no lees than S100,000 each employee, S100,000 each accident, and $1,000,00°policy limit. 1 .LS Poltajorin- All policies r't ferre4 to above shall: ;i) be taken out with underwriters lietursed to k b usiTi4'S,S in Florida and a"}3 Rau " « , Rating"of 1 or A• name Landlord, or its successors,as additional insured' ' I� iii,)be non-contributing with,and shall apply only as primary and nut as excess to any other insurance available to Landlord or any mortgagee of Landlord; (iv) contain an undetia.king by the insurers to ratify Landlord ruldany other additional insured by certified jail not less than thirty (300)clays prior to any material c1 provide that a defense the fie,cancellation, or termination; and(Y) ilist the primary insured stall not be a defense against payment to the additional insureds, Binding certificates of insurance with endorsements attached or if requited by a mortgagee, copies of such insurance policies certified by an authorized officer of' Tenant's instil cr as being complete and current, shall he delivered to.Landlord promptly upon request If a)Tenant fails to take Cu!. or to keep at force any insurance referred to in this Section 11,or should any sn 4 in It-mice not be approved by either Landlord or any mortgagee,and b) •3'cis.urt~ does not commence and continue to diligently cure such defanit within forty-eight (48) hours titter written notice by Landlord to Tenant specifying the nature of such default,then Landlord has the right wvrt o it a Tsui Diu; any obligation in connection therewith, to effect such inw-amc at the sole cost of 10m rib ittct i111 outlays by Landlord shall be paid by Tenant to Landlord andlord 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 pokey in flirt e from time to time covcrin3 the r'rz nit es or the lBuilding. 11.2 INT2 NINV CATION C?l=_;THE A 1' .-, Tenant hcrchv agrees to indemnify, defend and hold harmless Landlord from and against any and all liability for any loss, injury or damage, in-eluding,without limitation„all coats,exptrases, court Costs and reasonable odorucys`fees,Unposed on Landlord by any person whomsoever, that occurs (i)) in die Premises, except for any such loss, injury or damage that is caused by or results from the gross negligence or willful miscondttcr of Landlord, its employees or wins; or(ii) in the :`Building it anywhere on the Property and stir t, caused by or results .from the negligence or willful misconduct of Tenant, its employees, agents or contravtors- The cornimicrcr.al ?lability iusurirtee that 'rearm is required 10 tarry puruttant to ;echo;: 11 1 of this Lras, shah ii.ichide coverage of the foregoing Contractual indemnity. Landlord iinr:f,? indemnities Tenant from, and agrees to hold Tenant harmless against, any and all liability' ::>s any loss, injury or damage, including, without Lirnxitatiort, all Costs, expenses, ()Olin WAS and reasonable attorneys' fees, imposed on whornsoewx, that occurs in the Building or anywhere on the Pro ty='cant by or i.e,s:h fic�azi the gross nc li i Y tiyaiit that is caused by or :r;>;:i;'i g ge ce or willful misconduct of Landlord or its employees or agents. "1.hc pr Nisioiz;s of this parag apii shall survive the expiration or any termination of this Lease, 11.3 alii.j.A.3,UND themselves and �SJ� , _, 1 C 5- The parties hereto, ii: anyone claiming through or under diem h> by release and waive any and nil rights of re o e ly, claim, aiction or cause of action, against each other, their respective agents, 1.6 GRACE ACADEMY iN'TLRNAT!ONAL LEASE JULY 1, 201S ; 41 of 36 6/14/16.5:27 PTV directors, officers and employees, for any loss or damage that may occur io the Premises or the Building„ and to all property, whether teal, personal or mixed, loaned in the'Premises or the Building,by reason.of any caws against which the releasing part is actually insured or, regardless of the releasing party's actual insurance coverage,against which.the releasing party 1`s requir'ed to be insured pur;statu t 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 either With teaSOnable evidence of its instuance carrier's consent to such waiver of s'uhregation. This Section 11,3 suriers.edes any provision to the contrary which may be contained in this Lease ARTICLE 12 ACORN CLAUSE 12.1 ASSOCIATION OF COMMUNITY ORGANIZATIONS FOR l:t ti: RM NOW(ACORN) E1.;N.DING RES I RICj'IONS ASSURANCE: Landlord assures that it wal eumply fully with the Ibder.al funding restrictions pertaining to ACORN and its subsidiaries per the Consolidated Appropriations Act of 2010, Division E, Section l l (Pub. L. l l l- 117) and the federal funding restrictions of covered organizations as defined in the Dcfund ACORN Act (H.R. 3571' EXECUTED as a sealed lustily, ent as of"the; and day ai.i year first above written. 1.dti,nRD: 'I' TE CITY OF OPA-l.,C<CK � #° /c . -. C.- �,, i3y: R. Steve Shi r M Fj1_ Ciry M4inger,City of Opi-Le a� "l; t:nice : TENANT: GRACE ACADE.i., INTEFNA'rrON(\L,INC. 27 GRACE ACADEMY INTERNATIONAL LEASE KU 1,2015 12 of 36 6/14/16.5'27 PN EXHIBIT A ELN)151 PLAN • P3 GRACE ACADEMY INTERNATIONAL LEASE JULY 1,MIS ,.., 3 of 36 6/14/16.5:27 Mt, 1 I WLliiS AND,JtE.Ca[; rjc..n The,".atraant x, lobbies, passages,corridors, t:t;t+tors,and stairways shall not be encumbered or obstructed by Tenant,Tenant's agents, servants, employees, licensees, and visitors, nor be used by them fir any purpose other than for ingress and egress to and from the PIViiiiSCS The moving in ox our of all safes,freight, furnircare or bulky matter of any description must take Ow daring the hours which Landlord may determine front time to time, Landk d reserves the right to i-sspeet all freight and bulky matter to be-brought into the Building and exclude front the Building all .height and €inky matter which violates any of t arse Rules and Regulations or the Lease of which these Rules and Regulations are apart. ?. Nu curtains, blinds, shades,screens,or signs other than thirst furnished by Landlord shall be attached to, hung in, or used i.n corgIeCtit7xi 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-%sith other establishments of similar nature. No additional locks or bolts of'any kind shall be plactxl upon any of the doors or windows by Tenant, nor shall any changes be mad' in existing locks or the rnea.hanisrri t ergo without the prior written consent of the Landlord Tenant must,upon the tern nation of its tenancy, restore to Landlord all keys of offices and toilet rooms either ftrrrnshed to �.; otherwise procured by Tenant,and in the wart of the loss of any keys so furnished,Tenant nt sbal€pay to Landlord the cost thereof. C'at i FassintL,soliciting and peddling in the Building or on the Lot are prohibited,and Tenant shah COO rate to pre teTit sari;.: 'reliant may request heating and/or air conditioning during other periods in adiniun to normal working hours by submitting its request irk writing to the Building Manager's office:no laic; than 2:00 P.M.oldie preceding workday Nonday through Friday) on forms available titw Building Il'€axaa:tom_ The _quo!. through art 4 a;ail;a,� from t equest ab all clearly state the start and stop Biro: of the "o hour'° service Tenant shall submit' to the 3uilding Manager a list of personnel onnel 'wh :»L; :%11.1) rtizV t to male such requests. Charges are to be deteniued f y the Buildiug Manager r t,n thkt additic rial hours of operation, as shall be fair and xeasonab€,e and reflect t c ()pawing costs involved, Tenant shall comply,with all security measures SirtS �"3t time lo established by orris'?•,' n„: ther:luililing "i, Tenant shall have the fight to install within tlYe.Prcmises, at its sole expense, such a Sip or signs as may he reasonable and appropriate under the circumstances. All such signs shall 5r intat>d within the glass line of the Budding and in accordance with all applicable zoning codes, h a t,ling axles and Mater/ miles, regul:atiortt and ordinances. Tenant shall t9 GRACE Ac )t MY{NTERNATiONAL LASE JULY 1, 2015 - W of 36 6/14/16.5:27 PIV obtain and _„ay for all necessary permits and.Iir:•crrWS. As a condition hereto.Tenant shall submit to Landlord a graphic, and written description of each proposed sign prior € : :i: installation for Landlord's approval Landlord's approval of any sin will not be utr;easonably withheld or delayed . Tenant shall have reasonable access to he elevators within the Building rot the purpose t: 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 visttcmm Tenant wind be responsible for arty damage done to the elevators or other area of the Building in connection with the tr ansportittion of said products and shall promptly repair€u y damage caused thereto 9 All garbage and refuse shall be deposited in the kind of raisinuncr specified by Lundlerd. and shall be placed outside the Prep ices prepared for collection in the manner and at t' times and mantes specified by Landlord and in accordance with all governmental reeeniatains, If Landlord shalt provide or designate a service for picking up refuse and y rrbage, Tenant shall use saute at Tenants cost, }'�• No radio or television aerial or other similar device shall be installed without first okra r in in each instance Landlord's consent in writing. No aerial shall be erected on the roof oti the Building or any exterior walls of the Premises,or on the grounds,without in each ins:4nee, the written,consent of Landlord, Any aerial so installed without Landlord's written consei,J may be removal by Landlord at any time and Landlord shall not be liable to Tenant ;>3r web removal rtrvJuding any damage to property caused during therernoval. I 1 Tenant and its employees shall park their oars in those portions of the parking invit . . dei;ignat.t:d by Landlord, I2 The pion thin :facilities shall not be used for any other purpose than that for which they,are constructed,and no furei rt substance of any kind shall be thrown therein,and the expens,::, of any breakage,stoppage,or damage resulting from a violation of this provision<, borne by Tenant,who shall,or whose employees, »e en;s or invitees shall hcaused :;, "ii, 3 GRACE ACADEMY INTERNATIONAL LEASE JULY I,10.1.5 15 of 36 6/14/16.527 PN . . 0.1iPILIL NyoRK.,IfirrisItt Prerniseg shall be delivered in Ruilding standard base sbeti.condition. 31 GRACF:ACADEMY INTERNATEONAI.LEASE JULY 1, 2015 CI- 6/14/16 5:27 PM