Trademark Trial and Appeal Board Electronic Filing System. http://estta.uspto.gov
`
`ESTTA Tracking number:
`
`ESTTA737851
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`Filing date:
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`04/05/2016
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
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`Proceeding
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`92056432
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`Party
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`Correspondence
`Address
`
`Plaintiff
`Nationwide Mutual Insurance Company
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`JOSEPH R DREITLER
`DREITLER TRUE LLC
`19 E KOSSUTH ST
`COLUMBUS, OH 43206
`UNITED STATES
`jdreitler@ustrademarklawyer.com, mtrue@ustrademarklawyer.com, ttro-
`fino@ustrademarklawyer.com, ahilton@ustrademarklawyer.com
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`Submission
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`Filer's Name
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`Filer's e-mail
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`Signature
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`Date
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`Attachments
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`Testimony For Plaintiff
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`Mary True
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`mtrue@ustrademarklawyer.com, jdreitler@ustrademarklawyer.com,
`ahilton@ustrademarklawyer.com
`
`/Mary R True/
`
`04/05/2016
`
`24137 Depo Exh 22.PDF(411082 bytes )
`24137 Depo Exh 23.PDF(876525 bytes )
`24137 Depo Exh 24.PDF(63868 bytes )
`24137 Depo Exh 25.PDF(528125 bytes )
`24137 Depo Exh 26.PDF(97183 bytes )
`24137 Depo Exh 27.PDF(93032 bytes )
`24137 Depo Exh 28.PDF(1279720 bytes )
`24137 Depo Exh 29.PDF(1418356 bytes )
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`A d:=velnpnn=n1m
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`-E Nationwide"
`Realty: lwweatnrs
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`."~,$>,."..m.,..H,.w».s.
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`NW 0317
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`EQUITY JOINT VENTURE R.ECOMl'PlEi 'D.=!i.TION
`CANNONSPORT MARINA
`PALM BEACH SHORES. FLORIDA
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`I"li1l‘l0't'IWid£.'. Realty Investors, Ltd. (Nlll) recorruncnds an investment in the following equity joint venture:
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`COMPANY: Nationwide Realty investors. Ltd.
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`AMOUNT:
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`Up to St l.S00.000
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`PROJECT: An approximate 4—ucrc tract of land improved with a 24—ro0m motel and a 42-hour slip rnarirta.
`Approximately two ofthe project's acres is submerged land that is leased from the State of Florida on a lease that
`expires 2007. The term of this lease will be reevaluated at the time of transfer; however. the State has a long
`history ofroutineiy renewing submerged land leases due to the high demand for boat slips. The plan is to acquire
`the project and redevelop the site. Conceptual site plans meet the cxisting zoning requirements and include one
`three-story condominium building containing 30 units averaging 2,200 square feet each. along with lhc continued
`opcrationfsale ofthe boat slips. All condominium units will be oriented towards the water and provide convenient
`access to the slips. The total acquisition cost of the property is estimated at $11,500,000. which includes
`$1 1.000.000 for the land: $400,000 environmental contingency; and $l00,000 in closing costs. The current
`development budget is wand includes original acquisition cost. hard costs of 95G and
`$-lot miscellaneous soft costs. interest carry and real estate taxes. An estimated3 is
`projected to be received fiorn the sale ofcondoininiutn units and an additional HE'S estimated for the sale
`of the boat slips after paying approximately “in total sales costs. An additionalg in annual
`revenue is expected to offset development cost as a. result of the continued operation of the motel and marina
`throughout the prcconstruction phase.
`
`Note: Economic results of this investment could be further enhanced with the addition of a new clock nndfor a
`zoning variance that would allow for larger condominium uniut. At this time it is undetermined whether either of
`these items will be attainable.
`
`LOCATION: The subject property is located along the Intracoastal 'l:VEl.lCI'\V':.1j{f' Lake Worth on Singer Island in
`Palm Beach Shores. Florida and possesses one of the most advantageous locations ofany marina in South Florida.
`The Palm Beach I Lake Worth Inlet is located less than ‘/1 mile south and provides users with immediate access to
`the Atlantic Ocean, unfettered by any bridges. Boaters in this area are presented with a diverse choice ofboating
`opportunities: which include world renowned sailfish fishing, and easy day trips to the resorts and cruising grounds
`of the Bahamas; only 56 nautical miles away. The property is located within five miles oflnlcrstale 95 and 10 miles
`east of Floridzfs Turnpilce and within minutes of a number ofSouth Florida landmark destinations including Palm
`Beach International Airport, The Breakers Palm Beach. Downtown West Palm Beach. and City Place. in addition.
`Northern Palm Beach County contains some of the most prestigious residential neighborhoods in the world
`including Jupiter Island, Seminole Country Club. The Bear's Club, Lost Tree Village, and PGA National Golf
`Resort cit Spa.
`
`OWNERSHIP: NR? will enter into ajoint venture agreement with Continental Real Estate (Tornpanies l“C'RlSC"‘}
`to acquire the pl'U]I:Cl. Frank Kass and Jack Luci-:5 are the principals nt‘C‘REC and NR.l's pztrtncrs on many real
`estate developments. The acquisition price will not exceed $1 1.5 million and be funded with an equity contribution
`from NRI. Total construction cost For the property. is projected to be 3* and will be funded with .1
`construction loan not to exceed 1“ The construction loan will he a two year term with an interest rate
`not to cxcccd the London ltitcrbauk (.ll‘r'cre-:1 Rate (I .IBI.'}RJ plus 3.00 percent. All cnntnhutcd cLfUll‘y will coma 10
`percent cumulative preference. The prtncct budget contemplates an ('lVEl'1lilCi€‘r'CiUpl'nl:l‘l.l.L7l'.'lSTUE$E3IlLi
`the sale of-.ill fxil units and hour slips for ;;nt-:1 rt..'\-‘CHILI: oi"
`vet am hi in-.mth [JCl'l>Ot‘i and cam Tm
`profit. lrlcilldltlg .“_l of prcrbrencc. for NR1 and ii
`for t.‘l{l":t'.'.
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`HIGHLY CONFIDENTIAL
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`NW6637
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`8 5
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`'3
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`§ §
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`DEP05|T|0N
`EXHIBIT
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`_o\i_
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`Equity Joint Venture Rrscommcndation
`C‘-annonsporl Marina
`Page 2
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`ESTIMATED FUNDING DATE: Sepzemher 2005
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`Nationwide Reatry Investors. Ltd.. Augus! 24
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`0
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`.
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`'
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`.
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`Brian J. Ellis
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`nager — R
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`Estate Equities;
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`President and Chief Operating Officcr
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`This invnzstment was approved by the Chairman of the Board of Nationwide: Realty Investors, Ltd., on
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`
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`diw.
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`Robert A. Rosholt
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`fig
`- -I
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`'
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`Chainnan of the Btzgrd
`n-“$31-.'«HE
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`Ifi2LT*.;;a§.«...-;.
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`Hill‘-r-'a‘tfi"
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`HIGHLY CONFIDENTIAL
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`NW6638
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`_ C
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`_
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`ANNONSPORT
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`AI’ARTi\’[I*]N'l‘ LEASE AG-I{EEMEN’l‘
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`WARNING: IT IS VERY IMPORTANT T0 IREAD ALL OF THE LEASE CAREFULLY. THE LEASE
`IM'POSI£S IMPORTANT LEGAL OBLIGATIDNS. N0 CHANGES OR ADDITIONS T0 1'1-us FORM "MAY
`BE MADE UNLESS A LAWYER IS CONSU'LT'ED.
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`”“”””””"“””"“”””””"‘“”“““"”""“‘"“““‘?\.v.—.Z"‘“““"“_'”j\_
`Unit Adarcss/Apartment 3:
`- , €65 gt‘ 33 wq
`
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`Monthly lien:
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`_
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`Monthly Parking Charge
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`neural um
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`i‘-‘love-in Date =
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`l.easv.: and Date
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`# ofOccupants
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`1
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`if ofPct_°. 0
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`
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`1.
`
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`This isa lease ("thr,-1.ea£) rm .1 pericd beginrfmg LX "\
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`2011 and ending W}-3;_~_3j_“,
`nd
`
`
`20A,_L’.)_,_(the"LeaseTcnrfll. hetwmrzCli1RI—('.ANl\ll'JNSPORT('.Olili)Ol-l2N[tJl‘«l,LLC, anOhiolimitedliabifitycompany,theowner,:1
`
`the party to whom the property is leased. {In the Lease, the owner, whether me or more. of the property is called "Landlord." All persons to
`whom the pruperty is leased are called "Tenant.")
`
`2. Erggerty Rented. Landlord Ieasa: to Tenant the following:
`_______, StorageArea No. _kL\.Q_
`unitNo.-
`Lakevnve, and the exetusiye useof Parkirig Space No.
`lowted at Cannonsport in Falm Beach Shores, Florida, together with the following furniture and appliances: existing iangefs), refrigerator(5),
`dlsl:washer(s), gelling fan(5), light fix'ture(s) and window treatment(s). {in the l.ease the property leased, including furniture and appliances, if
`any, is called the 'Prerni5-25.‘)
`
`3. gmrnon Areas. Landlord grants to Tenant permission to use, along with others, the common areas or the building and the development of
`which the Premises are a part.
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`-1. . Tenant shall pay rnnnthly rent, parking; charges and storage charges {as set forth above and referred to herein
`as “Lease Payrnent") In advance on the first (15!) day of each rnorrth.
`(A "Rental Installment Period”, as used in the Lease, shall be a month if
`rent is paid monthly.) Tenant shall pay with each rent payment all taxes imposed on the rent by taxing authorities, if any. Tenant shall pay the
`rent and all other charges required to be paid unda‘ the Lease by cash, valid dieck, or money order. Landlord may appoint an agent to collect
`the Least: Payment and in perform Lanniorifs obliguljans.
`
`2011.
`2011. through _____K3\_\_Q__M_
`Tenant shall pay prorated rent for the period from _,________S§\rB,W__,
`5. Late
`r
`ml
`rn 1
`char
`. Rent is late on the 2“" ofthe month. Tenant shall pay a late charge in tire ammrnt ul"$50.G0 for
`each Lease Payment made rnnre than ten (10) days after the date it is due. Tenant shall pay a bad check fee in an amount equal to 5% of the
`Lease Payment if Tenant makes any Lease Payment with a bad check. if Tenant makes any tease Payment with a bad check, Landlord can
`require Tenantto pay all future Lease Payments in cash or by money order.
`
`
`
`
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`6.
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`f;:£5y_ri3.y..QI_i,tl>_Q.S_e2_’idga.iEx:_34:nt. IfTenant has paid a security deposit or advance rent the foticlwing provisions apply:
`rt Landlord shalt hold the Security Deposit and Last Month's Rent in a separate interest-tmring or non-interest-bearing account in a
`Florida banking institution for the benefit of Tenant. _[f Landlord deposits the Security Deposit and Last Month's Rent in an interest-bearing
`account, Landlnrd must pay Tenant tnterestof at least 75% of the annuaiized average inti:rt5t paid by the bank or 5% per year simple interest,
`whirzhever Landlord choosa. Landlord cannot mix such rmney with any other funds of tandicmd er pledge, mortgage, or make any other use of
`sucn money izntii the money is actually due to Landlord; ur
`3- Lfiiiiilfiifl iiiU5'~' DOSI 3 surety boiid in the manner ailowed bylaw. If Landlord posts the bond, Landlord shall pay Tenant 5% interest
`per year. At the end of the Lease, Landlord will pay Tenant, or credit against rent. the intermt due ti:-Tenant. No interrsl. will be clue Tenant if
`Tenant wrongfully terminates the Lease before the end of the Lease Term.
`
`7. figtigg. All notices to Landlord and all Lease Payrn-ants must be sent tn Landlord at: do liationwide Realty Investors, Ltd, 375 N. Front
`Street, Suite 209, Cniurnbtrs Ohio 43215, unlm Landlord gives Tenant written notice of a change. Ni notices to Landlord shall be given by
`certified, mail, return receipt requested or by hand delivery to Larrdiord. Any notices from Landlord to Tenant shall be deerned delivered when
`mailed to Tenant at the Premises by first class mail, or personally handed te Tenant or anyone in the Premis-=_¢., or by posting the same to the
`door to the Premism. Deiivcry of one copy of a notice is suilicient for all residents of the Premises.
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`HIGHLY CONFIDENTIAL/TRADE SECRET
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`NW6577
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`DEPOSITION
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`E E
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`Security Deposit $
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`5 ®
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`Pet Deposit sm,Q,,m_,_
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`
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`Monthly Slnrage Charge $L_
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`F|rs'~'& Last Mos. Rent
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`$
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`m
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`Total Deposits and
`Advance Rent
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`

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`‘Tenant shall obey, and require anyone on the Preinces to obey,
`_l_J_iF,__QLE[_9_.[_l}_l,S_E§. Tenant shall use the Premises only for residential purposes.
`8.
`all laws and any restrictions that apply to the Premises. Landlord will give Tenant notice or ,a,n~,i ,g_-gu-mung may appgy [9 me premises. The
`Lease, and Tenarit's rights under the Lease, shall be subject to all terms, conditions, provisions and restrictions set out in the rules, and
`regulations as now exist or may be adopted, modified, amended, or repealed by the Landlord during the Lease Term (the "Rules and
`Regulations“). Tenant acknowledges that Landlord may adopt, znooily, amend, or repeal rules and regulations for the use of the coniiiion areas
`and the Premises dflflllg the LeaseTi1rrrl and further acknowledges receipt of the Rules and Regulations at the time or prior to the wzocnfion of
`this tense.
`in addition to the foregoing, Tenant shall abide by the follmviiig restrictions and requirements: (i) guests must be registered with the
`rnanagement ofiice and are permlfifld for no more than 14 consemtive days or a cumulative total of 36 days for the Lease Term; (ii) Tenant Ina?
`not keep or allow pets or anirrials on llie Premises without Landlord's _ar.ip:oval of the pet or animal in writing; (iii) Tenant shall not keep any
`dangerous or flammable. items that might increase the danger of fire or damage on the Premises witliout Lantllorcl‘s consent; (iv) ‘Tenant shall not
`create any environmental hazards on or about the Premises; (V) Tenant shall not destroy, deface, damage, impair, or remove any part of the
`Premises belonging to Landlord, nor permit any person to do so; and (vi) Tenant must act, and require all other persons on the Promises to act, in
`a manner that does not unreasonably disturb any neighbors or constitute a breach of the peace.
`
`9. L9‘ndilion ol mmis%i§py . Tenant acknowledges by signing this Lease that they accept the Premises as Is and shall promptly
`examine lhe_?reo1ises and document any defects therein on the Move lnflvlovc Clot inspection Checklist within seven ('1) days of move ‘an. Tllere
`are no representations made by landlord, either implied or expressed to alter or improve the Proniises before or during the term of the Lease. At
`the eicpiralion of this Lease, liic Tenant agrees to return the Premises in the Sarita condition as when occupancy began, reasonable wear and tear
`excepted.
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`10. &~‘5eB1§gr_i,:. Tenant shall not make any alterations, additions, or improvements in or about the Premises without Landlord’: prior written
`consent and only by conhoclors approved by Landlord. Tenant shall not remove any furnishings or appliances provided by the Landlord.
`
`11. flpjntenance and Repairs. Tenant agrees to maintain the Premises in good condition abiding by all local, city and state regulations. At all
`tirnes during the Lease Term, Tenant shall: {i) keep the Premises clean and sanitary; (ii) remove all garbage from the dwelling unit in a clean and
`sanitary manner; and (iii) use and operate in a reasonable manner all electrical, plumbing, sanitary, heating, ventilating, air conditioning, and
`other facilitifi and appliances. Tenant agrees to immediately nolifir management of any deficiencies, including but not limited to, smoke alarms,
`signs of water infiltration, mold, water leaks or burst pipes both within or about the Premises. Whenever repairs to be made by Landlord are
`delayed because of factors beyond Landlord's control. Tenant shall not have any cause lor action against the Laiiillord. Tenant shall not be
`entitled to withhold rental payments as they become due.
`
`12. §Ondl§3. The Premises and either areas reserved for Tenants private use must be kept clean and sanitary. Tenant's actions must minimize
`excessive lnoifiure, which may cause damage or an unsanitary environment. Larvcllorcl is not rfiponsiblr: for Tenant's actions that lead to mold
`grov-th or any other action which may cause an uiisanitary environment. Tenant and/or 'i'enan{"s guests shall not act in any way that annoys or
`disturbs the Tenants, guests or eniployeeslstalf of Landlord, which is illegal, or which will injure the reputation of Cannonsport. Tenant shall be
`responsible For the conduct of all persons residing with or visiting Tenant, Tenant and their guests will conduct themselves in a manner that will
`not interfere with the quiet enjoyment of others or destroys property. Noise and music must be kept at levels that will not disturb others.
`
`23.
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`_L}lj itit-lg.
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`landlord shall furnish and pay for the following utilities:
`02;“
`Trash Removal
`_z§_
`Wateriwasaeivater
`__
`Eltxtricity
`__,,_,
`Cable
`Each uiilitv service not provided at the expense of Landlord (in. net diedced above) shall he pruvlised to the Premises at Tenant's expense on a
`separate rneteiiiig andjor billing basis either directly from the utility plunger 01' on a sub-metering basis or ‘iii allocation basis. Landlord may
`iiizitliiy the method by which utilities are furnished to the Premises andfor billed to Tenant during the term of this Lease, including, but not limited
`to sub-metering lor the Premises lor certain utility services or billing Tenant for utilities previously included within the rent. In such event, Tcriarit
`shall be responsible for the payment of such sulwneiered utility service and shall not be entitled to any rent reduction. If Tenants failure w pay
`the utility expense causes a threatened or actual disconfinuance of the i.rl.ilily senior.-, the Landlord may have the Tr:riarli‘s utility account
`ti-arvcferrerl to the Landlord’; name and pay the utility bills to avoid a utility shutoff. Tenant's nonpayment of utility bills resulting in
`discontinuance of or threatened discontinuance of thesupply of any utility shall be sutficient. reason for the landlord to terminate ‘l’oriaiil:'s
`occzuriancy. Tenant shall reimburse Landlord for any amounts paid to the utility company as additional rent, plus a $15.00 adrniriistrafive lee,
`within 10 (lay: of receiving notification from Landlord that tandlord has paid Tenant’: utility bills. Tenant agrees that it shall not cause or permit
`any waste, misuse or neglect of any uljlities. The Landlord shall in no event be liable in Tenant for any failure to provide any utilities andior
`services or for injury or damage which may arise from the temporary or permanent interruption of one or more utilities and/or services.
`14. ArlgiligiijiTii,l§§.on1rnuni@tjp1_i§_Lh1e§. Tenant may not install any new lines, wires or cables without written consent from the Landéo.-cl.
`Lirifi. wires or cables may not be run so they detract from the exterior appearance of the building or be corposed clue to liability reasons. Tenant
`shall pay for the return of the service to single line service upon vacating the Premises and the costs associated with that restoration.
`
`25- mm! LS§. Landlord or Landlords agent may enter the Premises in the loilmvirig circurnstanccs: ii) at any time for the
`pioteaion or preservation of the Premises; (ii) after reasonable notice to Tenant at reasonable times for the purpose of repairing the Premises;
`(iii) to inspect the Premises; make necessary or agreed-upon repairs, decorations, alterations, or imprdven-.ents: Supply agreed services; or exhibit
`the Premises to prospective or actual purchasers, mortgagees, tenants, workers, or contractors under any or the following clrcuinstaoccs: (A) with
`Tl3i’1al‘I1‘S CD1‘|5K%|‘i'l.‘ (3) in 0359 0f€|1'lF!"3l3l'|C‘I;
`(C) when ‘Tenant Linrcaroriably ivitliholds consent: or (0) if Tenant is absent from the Premises for a
`period of at least onehiilf is Rental installment Period. (If the rent is current and Tenant notifies Landlord of an intended absence, then Landlord
`may enter only with Tenants consent or lor the protection or preservation of the Premises.)
`15- lmd-
`fl. Landlord cannot cause, directly or indirectly, the termination or unreasonable interruption of any utility service {urnlsherl to Tenant,
`iflduding. but not limited to, water, hear, light. B1E<3tl1C5l-'1'. 935. elevator, garbage collection, or refrigeration {wlietlier or not the utility service is
`under the control of, or payment is made lziv. landlord).
`B. Landlord cannot prevent Tenants arm to the Premises by any rnearis, including, but not l'lmlred to, chariglrg the locks or using any
`bootlock or similar device.
`
`C. Landlord cannot remove the outside doors, locks, roof, walls. or windows of the Premises except !‘or purposes of niainrenaiice, repair,
`or replacement; Landlord cannot remove Teriai-itls personal properbr from the Premises unless the action is taken after surrender, abandonment.
`or a lawful eviction. If provided in a written agreement separate from-the Lease, upon surrender or abandonment by Tenant, Landlord shall not
`be liable or responsible for storage or disposition of 'E'erIanl:'s personal property. {For the purposes of this section, abandonment means Tenant is
`absent from the Premises for at least onolialf a Rental installment Period without paying rent or giving Landlord reasonable notice of Tenants
`absence.)
`
`17- £w_a_laLDao1as::-
`A.
`If the Premises are damaged or destroyed other than by wrongful or negligent acts of Tenant or persons on the Premises with
`Tell-3rtl'5 Coiisciii, so that the Premises are uninhabitable, this Lease shall continue in full force and effect, but Landlord shall be obligated to use
`IHSUFEWO‘-‘ llr0€¢<!lJ5 I6 pay to remove and clear the damaged structiirels) and debris from the Property and to clear lite Property to prepare the
`Property for Future development
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`HIGHLY CONFIDENTIAL/TRADE SECRET
`
`NW6578
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`

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`1}
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`ii. if the Premises are-damaged, other than by negligent acts of the ‘Tenant or persons on the Prernises with Tenant's consent, and um
`Premises remain habitable, then any insurance procccds paid to or on behalf of Landlord shall be used to repair the Premises and the Lease shall
`continue in mi force and effect. After the Premises have been made habitable, any remaining insurance proceeds not spent by the tarxllord,
`shalt belong solely to the Landlord.
`
`l)_o,f,,1u_I1 by l gndlgrg. Except as noted below, Landlord Will be in default if Landlord falls to comply with other material provisions of the Lease
`E3.
`and such failure confihues for more than seven (.7) days after Tenant delivers a written notice to Landlord that tells Landlord how Landlord has
`violated the Lease. If Landlords failure to comply is due to causes beyond the Landlord's control and if tondiord has made, and continues to
`make, every reasonable effort to correct the problem, the Lease may be altered by the parties, as follows:
`A.
`If Landlords failure to comply makes the I-‘remises uninhabllabte and Tenant vacates, "tenant shall riot be liable for rent during the
`period the Stremisus remains uninhabitable.
`B.
`If Landlords failure to comply does not make the Premises uninhabitable and Tenant continues to oocnpy the Premises, the rent for
`the period of noncompliance will be reduced by an amount in proportion to the loss of rental value caused by the noncompliance.
`
`1.‘). Default :31 Tenant. Tenant will ix: in default if any of the following occur:
`A. Tenant fails to pay rent when due and the default continues for three (3) days, excluding Saturday, Sunday, and legal holidays, after
`delivery of written demand by Landlord for payment of the rum; or possession of the rremlses.
`B. Tenant falls to perform its obligations under the Lease, and the failure is such that Tenant should not be given an opportunity to
`Correct it or the failure occurs Within six (6) months of a written warning by Landlord of a similar failure. Exazznplots of such failures which do not
`require an oppominlty to correct include, but are not limited to, destruction, damage, or misuse of Landlord's or other Tenant's property by an
`intentional act or a subsequent or continued unreasonable disturbance.
`(2. Except as provided above, Tenant fails to perform any other obligation under the Lease and the default continues for more than 5'
`days she: delivery of written notice to Tenant from Landlord specifying the default.
`
`20. g.;r3_iL:r,g,f,,Ef_.a_pl_t. if Landlord accepts rent knowing of 'l_’enant'5 default or accepts performano: by Tenant of any provision of the Lease
`different from the performance required by the Lease, or if Tenant pays rent knowing of Lnndlorcfs default or accepts performance by Landlord of
`any provision of the Lease different from the performance required by the Lease, the party accepting the rent or performance or making the
`payment shall not have the right to terminate the Lease or to bring 3 lawsuit for that default, but may enforce: any later default.
`2.]. Iggarrfs i‘te5pegJ_ie.§.
`A. If Landlord has defaulted under the Lease and if Tonant has given Landlord a written notice dexribinq the default and Tenants
`intention to withhold rent if the default is not corrected within seven {II} days, Tenant may withhold an amount of rent equal to the loss in rental
`mine caused by the default. If Tenant's notice advises Landlord that Tenant intends to terminate the lease if the default is not cured within seven
`(7)r.lr1ys and the default is not cured within the seven (7) days, Tenant may terminate the lease,
`B. If Tenant has given the notice referred to in subparagraph (A) above, and if Landlord has not corrected the default within 7 days,
`Tenant may, in addition to witliholding the applicable amount of n.-nt, file a lawsuit in county court to require landlord to correct the default and
`for damages.
`C.
`if LanrifOrd'5 default makes the Premises uninhabitablc, and if Tenant has given Landlord a notice describing the default and
`informing Landlord that Tenant intends to tr.-rrnihate the Lease, then if Landlord does not curs: the default within the seven-day {7«day) period,
`Tenant: may terminate the Lease at the end of the seven (7) days.
`D. If landlord violates the provisions of Section 15, Landlord shall be liable to Tenant for actual and cgnsequential damages or U1:-cc (3;
`months‘ rent, whichever is greater, for each violation.
`
`22.
`
`;g_nolgrd's Remedies.
`A.
`If Tenant remains on the Premises after expiration or termination of the Lease without Landlord's permission, Landlord may recover
`possession of the Premises in the manner provided for by law. Landlord also may recover double rent for the period during which tenant refuses
`to vacate the Premises.
`B.
`if Tenant defaults under the Lease by falling to pay rent, as set forth in Section i9(A), Landlord may terminate Tenants rights under
`the Lease and ‘Tenant shall vocab: the Premises irnrrlurfiateiy. ll Tenant deiaults under the Lease for any other reason, as set forth in Sections
`19(5) or 19(C) above, Landlord may terminate Tenant's rights under the Lease and Tenant shall vacate the Premises within 7 days of delivery of
`the notice of termination.
`C.
`If Tenant fails to cure a default within the lime specified in the notice to Tenant, Landlord may recover possession of the Premises as
`provided by law.
`D. Landlord shall not recover possession of the Premises except: in a lawsuit for possession; when Tenant has surrendered possession
`of the Premises to Landlord; or when Tenant has abandoned the Premises. Absent actual knowledge of abandonment, the liromises shali be
`conodered abandoned if Tenant is absent from them for at last one-half a Rental Installmenl: Period, the rent is not current, and Tenant has not
`notified larrulord, in writing, of an inimrieci absence.
`E.
`if Tenant has defaulted under the Lease and Landforo has obtained a wrltof possession, if Tenant has surrendered possession of the
`Promises to Landlord, or rf'l‘enar:t has abandoned the Premises, Landlord may: troatthc tease asrermlnated, retake possession for Landlords
`own account, and any further liability of Tenant will be ended; retake possession of the Premises for Tenant's account. Tenant will remain liable
`for the difforelrce between rent agreed to be paid under the Lease and rent Landlord is able to recover in good faith from a new tenant; or do
`nothing, and Terlant will be liable for the rent as it comes due.
`F. If Landiord retaires possession of the Prernisos for ‘Tenants account, Landlord must make a good faith effort to release the Premises.
`Any ran: received by Landlord as a result of the new lease shall be deducted from the rent due from Tenant. For purposes of this section, "good
`faith“ in trying to re-lease the Fremises means that landlord shall use at least the same efforts to re-lease the Premises as were used in the initial
`rental or at least the same efforts as Landlord uses in attempting to lease other similar property. it does not require Landlord to give a preference
`in leasing the Premises over other vacant propc-mes that Landlord owns or has the responsibility to rent.
`
`In a lawsuit by Landlord for possession of the
`23. . Each party also may have other remedies avaiiabie at law or in equity.
`Premises based upon nonpayment of rent or in a lawsuit by Landlord seeking to obtain unpaid rent, Tenant may assert as a defense Landlord's
`failure to perform required maintenance, as set forth in Section 11 above. Lan:.‘loru‘s'fallure to provide elective maintenance, as set forth in
`Section 11 above, shall not be a defense to any lawsuit by Landlord for possession of the Premises unless othen-vise provided by the Lease or
`appiimble law. Tenant may alw raise any other defense, whether legal or equitable, that Tenant may have, including the defense or retaliatory
`coilduct.
`in any lalvsuit by Landlord for possession of the Premises, if Tenant raises any defense other than payment, Tenant must pay into the
`registry of the court the past due rent set forth in Landlords complaint, or an amount determined by the court, and the rent which comes out:
`during the lawsuit, as it comes due. Failure of Tenant to pay the rent into the registry of the court will be a waiver of Tenant’; defenses other
`than payment.
`in any lawsuit brought to enforce the Lease or under applicable law, the party who wins may recover its reasonable court costs
`and attorneys‘ fees from the party who loses.
`
`24. Agignmgpg and . Tenant may not assign the Lease or subleaso all or any part of the Slrenlises.
`
`25. Risk of Loss. Landlord shall not be liable for any loss by reason of damage, thclt, or Dlht23'Wt5e to the contents, beiongings and personal
`effects of the Tenant, or Tenants family, agents, employees, guests, or visitors located in or about the Premises, or for damage or injury to
`Tenant or Tenant‘: family, agents, employees, guests or visitors. Landlord shall not be liable if such damage, theft, or loss is caused by Tenant,
`Tenant's family. agents, employees, guests, or visitors. Nothing contained In this provision shall relieve Landlord or Tenant. from responsibility for
`loss. éarnoge, or injury caused by its own negligence or willful conduct.
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`HIGHLY CONFIDENTIAL/TRADE SECRET
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`NW6579
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`25- SUl19_I___t|in_?-?lLl;n. The Lease is subordinate to the lien or any niurlgaga onmrnhering the fee litre co the Premises Tram time to time.
`
`2?. Lens. Tenant shall not have the right or authoriry ro encumber the i’ron1l5es or to permit any person to claim or assert any lien for the
`improvement or repair of the Premises made by Tenanc. Tenant shall notify all parties‘ performing work on the Premises at Tenanlfs request that
`lire Lease does not allow any liens to attach to Landlords intemst.
`
`2B. imem. The Lease is cnrldifioned upon Landlords receipt and approval of a background check which may he performed by
`Landlord after Landlord's receipt of a signed consent form.
`r
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`29. §}m. The Loose may not be renewed or extended except by a written agreement signed by both landlord and Tenant.
`
`3D. (‘nndominirrm_$;o_l;rg_e_r§lo;1. Landlord presently intends to convert Cannonsport to ownership as :.r rresldenlial condominium. Any such
`conversion shall be acconiplislied in accordance with Florida law. Under Florida law, Tenant may have certain rights, including a lease term
`extension right and right of lira-1 refusal. Under no circumstance shall this Lease be interpreted to provide Tenant with any additional rights other
`than ‘those set forth under Florida iaw.
`
`31. Miscellaneous.
`A. Time is of the essence of the Lease.
`B. The Lease shall be binding upon and for the benefit or the heirs, persona: representatives, successors, and permitted assigns of
`Landlord and Tenant, sublet‘: to‘ the requirements specifically mentioned in [he Lease. Wiienever used, the singular number shall include the
`plurat or singular and the use of any gender shall include ail appropriate genders.
`C, ‘lhe agreements contained in the Lease set forth the complete understanding of um parties and may not be changed or terminated
`oratiy. if any portion oi’ this Lease is found to be unenforceable bylaw, all other provisions shall still remain in foil force and erfe,-ct.
`9.
`tin agreement to accept surrender of the Premises trom Tenant will be valid unless in writing and signed by Landlord.
`E.
`-°l1i€iuL‘5ti0l!s
`i.'r.l'nc_2rnirig Lire moaning, execution, construcdon, effect, validity, and enforcement of the Lease shalt be deterniiuerl
`pursuant to the laws of Fiorida.
`F. The place for filing any suits or other proceedings with respect to the Lease shall be the county in which the Premises is located.
`5,
`iandiord and Terrant wiil use 9006 faith in performing their obligations under the Lease.
`H. As required by law, Landford makes the following disclosure:
`
`"RAD-ON GAS.” Radon rs a naturalty occurring radioactive gas that, when it has arxwnutated in a buildlrig in sufficient quantifies,
`may present hcaith risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
`have been found in boiidlngs in Florida. Additional ‘information regarding radon and radon testing may be obtained from your
`county public health unit.
`
`I. Tenant is fully aware and apprised of the condition of the Prem