COMMERCIAL LEASE AGREEMENT

The term of this Lease shall commence on the 21^st day of December, 2015 and shall continue for an initial term of 10 years. Lessee may at its option renew the Lease for an extended term of 10 years. Lessee shall exercise such renewal option by giving written notice of not less than thirty (30) days to Lessor.

For and during the initial term of the Lease, Lessee shall pay to Lessor annual rent of $256,721.16 per year. The annual rent shall be payable in advance in equal monthly installments of $21,393.43 per month which includes all Sales, State, Property and Tangible taxes and insurance. This value will be adjusted on a yearly basis according to the property tax and insurance increases or decreases. There will also be a yearly increase of $300.00 per month or $3,600.00 yearly paid on a monthly basis. The monthly payment shall be due and payable on the 1st day of each calendar month at the following address: REITANO ENTERPRISES, INC P.O. Box 5401175, Lake Worth, FL 33454 or at such other place designated by written notice from Lessor or Lessee. The 1st month payment shall be prorated by the number of actual days in position of the property. Any rent payment not made by the 5th day of the month shall be considered overdue and in addition to Lessor's other remedies, Lessor shall levy a late payment charge equal to 5% per month and $250.00 on any overdue amount. Payment due on the 1st day of each month. First month shall be prorated.

 

This Lease is what is commonly called a "Net, Net, Net Lease", it being understood and agreed by Lessee that Lessee shall be obligated under this Lease to pay the Lessor the Rental set forth. Additionally, Lessee shall, at its expense, be solely responsible for the payment of any and all other costs, expenses, impositions, real estate taxes, liens, assessments, charges or expenses of any nature and kind whatsoever pertaining to or in connection with the ownership, maintenance and operation of the property, including but not limited to, insurance, utility charges, water/sewer, and telephone charges and the maintenance of all fuel dispensing equipment including tanks, piping, sumps, pumps, dispensers, hoses, nozzles, register consoles, TLS system and any other part and device necessary in the dispensing of gasoline/petroleum products in its entirety. All equipment shall be kept operational and upgraded with the latest technology. All of such charges, costs and expenses shall constitute the obligation of the Lessee and upon the failure of Lessee to pay any of such costs, charges or expenses, Lessor shall have the same rights and remedies as otherwise provided in this Agreement for the failure of Lessee to pay rent. Any present or future law to the contrary shall not alter this Lease or the obligations of the parties. In addition, if Lessee fails to perform Lessee's obligations under this Paragraph IV, Lessor may at its option (but shall not be required to), after ten (10) days prior written notice to Lessee, perform the same and the cost thereof shall become due and payable by the Lessee or, at Lessor's option, shall be included in Lessee's next rental installment to Lessor.

Lessee shall pay any and all utility deposits and usage charges relating to the Leased Premises during the term of this Lease.

Upon obtaining Lessor's consent, Lessee shall have the right to place any signs which are permitted by applicable zoning ordinances and private restrictions on the Premises, at locations selected by Lessee. Must be approved in writing by Lessor. Approval will not be unreasonably withheld. Lessee shall maintain and keep signage in good working order including replacement of ballast, bulbs, case, faces and structure.

Within 60 days of taking possession of the Premises, Lessee shall pay a security deposit in the amount of $25,000.00. At any time within the term of this lease, the deposit may be increased up to $25,000.00 plus 3 months' rent and 7 days of projected fuel sales, which will be at Lessor's discretion. The deposit is for the full and faithful performance by the Lessee of all the terms of this lease. This security deposit will be refunded to Lessee after the expiration of this Lease, provided the Lessee has fully and faithfully carried out all of its obligations under this Agreement.

 

 

 

Lessee may, at its sole expense, reimage the Premises and make such non-structural alterations and changes as Lessee shall deem necessary, provided, however, such alterations and changes shall neither impair the structural soundness nor diminish the value of the Premises provided Lessee first obtains the consent of the Lessor in writing. The Lessee may make structural alterations and additions to the Premises provided Lessee first obtains the consent of the Lessor in writing. The Lessor agrees that it shall not withhold such consents unreasonably. Any and all alterations shall be performed by a license contractor and with a city permit meeting their code.

Lessee shall use the premises for gas/Retail Convenience Store purposes only and for no other purpose without Lessor's prior written consent. Lessee shall not sublease any portion of the building or property. Notwithstanding the forgoing, Lessee shall not use the Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

Lessor shall have the right to enter upon the Premises at business hours to inspect the same, provided Lessor shall not thereby unreasonably interfere with Lessee's business on the Premises.

Lessee shall at its own expenses make all necessary repairs to the Premises. Such repairs shall include any and all repairs of floors, walls, ceilings, and other parts whether structural or nonstructural of the Premises damaged or worn through normal occupancy including all mechanical and electrical systems, a/c systems, venting systems, fuel tanks and piping, fuel dispensers, cash registers and pump controllers, all lighting and bulb replacement inside and outside, all wiring low and high voltage, all electrical including the panels, coolers and all parts thereof, all plumbing and plumbing fixtures including underground piping and grease trap, landscape and landscape irrigation system, roof and roof structure, walls inside and outside, fascia board, painting, gas canopy and columns, asphalt repair, striping and replacement.

Lessor may terminate this Agreement for failure to pay rent in a timely manner by giving thirty (30) days written notice to the other Lessee. Upon the expiration or earlier termination of this Agreement, Lessee shall return the Premises to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted.

 

 

 

Property and Fire Damage. Lessee shall maintain property insurance with a reputable and highly rated insurance company or companies licensed in Florida with at least a 4A rating according to Best's Guide, covering all buildings, improvements now or hereafter located on the property and all the equipment and all tangible personal property, for an amount not less than their full insurable value on a replacement cost basis, without contribution or coinsurance (or with coinsurance and an agreed amount endorsement), for the benefit of Lessor as co-insured and loss payee, by policies on such terms, in such form and for such periods, as Lessor shall require or approve from time to time, insuring with extended coverage and broad form coverage, if available, against loss or damage by fire, lightning, flood, windstorm, hail, aircraft, riot, vehicles, explosion, smoke, falling objects, collapse, sudden tearing asunder, breakage of glass, electricity, sprinkler leakage, water damage, earthquake, vandalism and malicious mischief, theft, riot attending a strike, civil commotion, and when and to the extent required by Lessor, against any other risks in an amount of not less than one hundred percent (100%) of the replacement cost thereof. Regardless of the types or amounts of insurance required and approved by Lessor, Lessee shall assign and deliver to Lessor all policies of insurance, which insure against any loss and damage to the property or any part thereof, as collateral and further security for the payment of the rent, with Lessor named as an additional insured and loss payee. Said policy and/or certificate shall contain an undertaking by the insurer to give Lessor not less than ten (10) days written notice of any cancellation or change in scope or amount of coverage of such policy.

 

 

 

 

 

 

 

 

 

Lessee shall not sublet the premises or assign this Agreement without the prior written consent of the Lessor. Any such attempt to sublet or assignment by Lessee shall be a breach of this Agreement and cause for immediate termination.

Any notice or other communication to be given under this Agreement shall be in writing and shall be sent to the parties at the following addresses:

Lessee:

OTM USA Corp

12355 Hagen Ranch Road

Suite 604

Boynton Beach, FL 33411

Lessor:

Reitano Enterprises, Inc. P.O. Box 5401175

Lake Worth, FL 33454

Entire Agreement

This Agreement constitutes the entire agreement between the parties, and supersedes any earlier statement or understanding. No changes or additions to the terms of the Agreement shall be valid unless in writing and signed by both parties.

 

 

 

LESSEE EXPRESSLY ACKNOWLEDGES THAT ON OR ABOUT THE SAME TIME THAT LESSOR AND LESSEE ARE ENTERING INTO THIS LEASE, LESSOR AND LESSEE HAVE ENTERED INTO A SIMILAR LEASE FOR THE DEMISED PREMISES LOCATED AT 1201 ROYAL PALM BEACH BLVD., ROYAL PALM BEACH, FLORIDA 33411 (THE "OTHER LEASE"). ACCORDINGLY, LESSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT ANY DEFAULT BY LESSEE UNDER THE TERMS OF THE OTHER LEASE OR ANY OF THE OTHER DOCUMENTS EVIDENCING AND SECURING SAID OTHER LEASE SHALL ALSO CONSTITUTE AN EVENT OF DEFAULT UNDER THE TERMS OF THIS LEASE. LIKEWISE, ANY UNCURED EVENT OF DEFAULT UNDER THE TERMS AND CONDITIONS OF THIS LEASE SHALL CONSTITUTE A DEFAULT UNDER THE OTHER LEASE. IN THE EVENT OF AN EVENT OF DEFAULT UNDER THIS LEASE OR THE OTHER LEASE, LESSOR SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE AND THE OTHER LEASE AND TO EXERCISE ALL ITS RIGHT AND REMEDIES AS MAY BE AVAILABLE TO LESSOR UNDER FLORIDA LAW AND AS OTHERWISE SPECIFICALLY PROVIDED IN THE LEASE AND/OR THE OTHER LEASE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT LESSEE'S AGREEMENT TO THE TERMS AND PROVISIONS OF THIS CROSS DEFAULT PROVISION IS A CONDITION PRECEDENT TO THE VALIDITY AND EFFECTIVENESS OF THIS LEASE; AND IF NOT FOR LESSEE'S AGREEMENT THAT LESSEE'S PERFORMANCE PURSUANT TO THE TERMS AND CONDITIONS OF THIS LEASE AND THE OTHER LEASE ARE EACH DEPENDENT UPON THE OTHER, SUCH THAT ALL BOTH LEASES SHALL BE DEEMED ONE SINGLE TRANSACTION BY AND BETWEEN THE LESSOR AND LESSEE, LESSOR WOULD NOT HAVE ENTERED INTO THIS LEASE OR THE OTHER LEASE.

Jurisdiction and Venue. The parties acknowledge that a substantial portion of negotiations, anticipated performance and execution of this Lease occurred or will occur in Palm Beach County, Florida, and that the Demised Premises are located in Palm Beach County, Florida. Therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (i) agrees that any suit, action or legal proceeding arising out of or relating to this Lease will be brought in the courts of record of the State of Florida in Palm Beach County, Florida or the court of the United States, Southern District of Florida; (ii) consents to the jurisdiction of each court in any suit, action or proceeding; and (iii) waives any objections which it may have to the laving of venue of any suit, action or proceeding in any of the courts.

Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Lease, or because of any alleged dispute, breach, default or misrepresentation in connection with any provisions of this Lease, the successful or prevailing party will be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals or declaratory actions), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

 

 

 

Remedies Cumulative. No remedy in this Lease conferred upon any party is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given here or now or existing in the future at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy will preclude any other.

Governing Law. This Lease and all transactions contemplated by this Lease will be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.