363 Atlantic Blvd Unit 2, 3 PPRI21-0014 private provider interior demo permitOWNER:ADDRESS:CITY:STATE:ZIP:
NSHORE LLC P.O.BOX 357742 GAINESVILLE FL 32606
COMPANY:ADDRESS:CITY:STATE:ZIP:
ALL CONSTRUCTION &
DEVELOPERS NORTH
FLORIDA INC
9424 BAYMEADOWS RD STE 250 JACKSONVILLE FL 32256
TYPE OF
CONSTRUCTION:
REAL ESTATE
NUMBER:ZONING:BUILDING USE
GROUP:SUBDIVISION:
169730 0000 ATLANTIC BEACH
JOB ADDRESS:PERMIT TYPE:DESCRIPTION: VALUE OF WORK:
363 ATLANTIC BLVD 02 and
03
PRIVATE PROVIDER REVIEW
AND INSPECTIONS ALTERATION
COMMERCIAL
INTERIOR DEMO ONLY -
VALHALLA BARBERSHOP, LLC $8000.00
LIST OF CONDITIONS
Roll off container company must be on City approved list . Container cannot be placed on City right-of-way.
1 PUBLIC WORKS ROLL OFF CONTAINER INFORMATIONAL
Notes:
Roll off container company must be on City approved list. Approved list can be obtained at the Building Department at City Hall. Roll off container
cannot be placed on City right-of-way.
NOTICE: In addition to the requirements of this permit, there may be additional restrictions applicable to this property
that may be found in the public records of this county, and there may be additional permits required from other
governmental entities such as water management districts, state agencies, or federal agencies.
WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT
IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF
COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE FIRST
INSPECTION. IF YOU INTEND TO OBTAIN FINANCING, CONSULT WITH YOUR LENDER OR AN
ATTORNEY BEFORE RECORDING YOUR NOTICE OF COMMENCEMENT.
MUST CALL INSPECTION PHONE LINE (904) 247-5814 BY 4 PM FOR NEXT DAY INSPECTION.
ALL WORK MUST CONFORM TO THE CURRENT 6TH EDITION (2017) OF THE FLORIDA BUILDING
CODE, NEC, IPMC, AND CITY OF ATLANTIC BEACH CODE OF ORDINANCES .
ALL CONDITIONS OF PERMIT APPLY, PLEASE READ CAREFULLY.
1 of 2Issued Date: 12/7/2021
PERMIT NUMBER
PPRI21-0014
ISSUED: 12/7/2021
EXPIRES: 6/5/2022
PRIVATE PROVIDER REVIEW AND
INSPECTIONS PERMIT
CITY OF ATLANTIC BEACH
800 SEMINOLE ROAD
FEES
DESCRIPTION ACCOUNT QUANTITY PAID AMOUNT
BUILDING PERMIT 455-0000-322-1000 0 $71.25
BUILDING PLAN CHECK 455-0000-322-1001 0 $35.62
STATE DBPR SURCHARGE 455-0000-208-0700 0 $2.00
STATE DCA SURCHARGE 455-0000-208-0600 0 $2.00
TOTAL: $110.87
2 BUILDING BUILDING OFFICIAL NOTES INFORMATIONAL
Notes:
BUILDING OFFICIAL NOTES
Demo permit only, build-out permit not applied for or approved.
Owner and builder proceeds at their own risk.
3 BUILDING BUILDING OFFICIAL NOTES INFORMATIONAL
Notes:
BUILDING OFFICIAL NOTES
This build-out of existing space will be a change of Occupancy, subject to FBC-EB, Chapter 10. Fire Marshal review is required.
Units 2 and 3. Adding unit 4 to project at later time.
4 BUILDING BUILDING OFFICIAL NOTES INFORMATIONAL
Notes:
BUILDING OFFICIAL NOTES
Permit approved, subject to attached PERMIT AND INSPECTION NOTES
2 of 2Issued Date: 12/7/2021
PERMIT NUMBER
PPRI21-0014
ISSUED: 12/7/2021
EXPIRES: 6/5/2022
PRIVATE PROVIDER REVIEW AND
INSPECTIONS PERMIT
CITY OF ATLANTIC BEACH
800 SEMINOLE ROAD
1
CITY OF ATLANTIC BEACH
800 SEMINOLE ROAD
ATLANTIC BEACH, FL 32233
(904) 247-5800
MEMO
To: Private providers and contractors using private providers
From: Dan Arlington
Subject: Alternative plans review and inspection.
Date: September 30, 2020
Alternative plans review and inspections, performed by licensed private providers, are approved,
throughout the State of Florida, pursuant to F.S. 553.791. Permit and plan review fees will each be
discounted 25% when using the services of a private provider.
The services of a private provider only replace some of the processes of the Building Department.
Other processes and the processes of other departments and agencies will still apply, regulated by
those departments and agencies.
No work can be started before obtaining and posted the necessary permits.
FBC-B, Section 109.4 Work commencing before permit issuance.
Any person who commences any work on a building, structure, electrical, gas, mechanical or plumbing system
before obtaining the necessary permits shall be subject to a fee established by the building official that shall be
in addition to the required permit fees.
Private providers should register with the City of Atlantic Beach (COAB) and provide the documents
listed in F.S. 553.791(4) and (16).
Private providers and contractors using the services of private providers should be aware of the following
permitting and inspection requirements in COAB. Please see the attached Permit Placard. The inspections
listed on the placard are required in the COAB, per FBC-B, Sections 110.3 through 110.3.8. The 8 additional
inspections required in COAB, below, must be listed by the Private Provider, on the Certificate of
Compliance, as approved inspections, and are referenced on the attached placard:
1. The Silt Fence Inspection is done by the COAB Public Works Department and must be scheduled
through the Building Department before any work begins. Phone number: (904) 247-5814.
2. Sewer Inspection. For new homes built where a previous home was demolished, additions, and
substantially improved homes, the building sewer must be tested, per FBC-R P2503.4. Atlantic Beach
requires a sewer cleanout, with an RT1 precast cover, at the public sewer connection.
2
3. Roofing In-Progress Inspections are required in COAB for all roofing and re-roof projects.
The installation must comply with the FBC and the manufacturer’s installation instructions for the site-
specific wind loads.
4. Window/Door In-Progress Inspections are required in COAB for all new and replacement
windows and doors. The installation must comply with the FBC and the manufacturer’s
installation instructions for the site-specific wind loads.
5. Stucco scratch coat inspections are required in COAB for all stucco applications, in addition to the lath
inspection.
6. Exterior Siding In-Progress Inspections are required in COAB for all siding and re-siding projects. The
installation must comply with the FBC and the manufacturer’s installation instructions for the site-
specific wind loads.
7. Early Electrical Power must be approved by COAB, using the COAB Early Power Agreement &
Release City of Atlantic Beach agreement.
8. The Swimming Pool Final Inspection, includes a final inspection by COAB Public Works and Pool
Barrier Inspection by COAB Building Department (a local COAB requirement), which must be
approved before the certificate of completion can be issued.
Additional requirements.
1. Projects in Special Flood Hazard Areas (SFHA) require a COAB Floodplain Development Permit, with
additional NFIP and local requirements.
2. The Construction Site Management Plan, required by COAB, Section 6-18, must be readily available
on construction sites at all times. The COAB Police Department may review the Plan for compliance
and parking.
3. Blocking any street, sidewalk, or right-of-way requires prior approval from the COAB Police
Department and Public Works, with a minimum 3-day prior notification. Blocking a street, sidewalk,
or right-of-way for more than 15 minutes without prior approval will result in a Stop Work Order at
least for the remainder of the day.
4. Altering the topography of a lot is prohibited in COAB, per Section 24-70. If new construction has a
floor level higher than natural grade, the foundation is to provide for the rise in floor level, not
mounding fill in the building area. All fill must be approved by Public Works before delivery.
5. One of the functions of City Inspectors is to notify builders of local requirements and the requirements
of other agencies. This may not happen where private providers are used and the City Inspectors are
not visiting the site. Contractors using private providers must be aware of all requirements associated
with their project, in addition to the FBC, and their responsibility to satisfy those requirements.
Private Providers, when providing the inspection documents required by 553.791(9) and (10) to the
Building Department, please provide complete, accurate, and legible information.
Thank you.
F.S. 553.791
(9) A private provider performing required inspections under this section shall provide notice to the local
building official of the date and approximate time of any such inspection no later than the prior business day
by 2 p.m. local time or by any later time permitted by the local building official in that jurisdiction....
(10) Upon completing the required inspections at each applicable phase of construction, the private
provider shall record such inspections on a form acceptable to the local building official. The form must be
signed by the provider or the provider’s duly authorized representative. These inspection records shall
reflect those inspections required by the applicable codes of each phase of construction for which permitting
by a local enforcement agency is required. The private provider, before leaving the project site, shall post
each completed inspection record, indicating pass or fail, at the site and provide the record to the local
building official within 2 business days....
Final Plumbing
Final Electrical
Final HVAC
CC Final
Final Building*
Swimming Pool Steel
Swimming Pool Safety
Electrical Grounding & Bonding
Swimming Pool Final (Bldg)
Swimming Pool Final (PW)
Formed Columns/ Beams*
Masonry Cell Fill
Structural Steel*
OTHER:
OTHER:
OTHER:
OTHER:
OTHER:
Power Pole
Silt Fence
Piers/ Stem Walls
Underground Plumbing
Underground Electric
Foundation/ Footing
Slab**
Retaining Wall Footing
Driveway
Sewer (Building Dept)
Sewer Tap (Utilities Dept)
Rough Electric*
Rough Plumbing/ Top Out*
Rough Mechanical*
House Wrap
Wall Sheathing
Roof Sheathing
Tie-down Framing Connections
Rough Framing
Roofing In Progress
Window/Door In-Progress
Insulation Ceiling
Insulation Wall
Exterior Lath
Stucco Scratch Coat
Exterior Siding In-Progress
Brick Flashing & Ties
Early Power
Gas Rough
Gas Final*
* When all rough electric, plumbing, mechanical are complete but before any work is
covered up.
* When all gas piping is complete and wallboard is installed but before gas is
attached to any appliance. All outlets must be capped and pipe pressurized at a
minimum of 15 lbs.
* For new living space: When all construction work including electrical, plumbing,
mechanical, exterior finish, grading, required paving and landscaping is complete
and the building is ready for occupancy, but before being occupied
Additional inspections may apply to your project if your project
contains these elements:
INSPECTIONS REQUIRED FOR BUILDING PERMITS (PRIVATE PROVIDER)
To verify compliance with building codes, inspections of the work authorized are required at various points of the construction.
The following inspections are typically required for residential projects:
Date: Initial: Date: Initial:
_____________________________________________________
Permit Type
____________________________________________________
Permit No.
__________________________________________________________
Job Address
____________________________________________________
Contractor
POST THIS CARD WITH PERMITS AND PERMIT
DOCUMENTATION IN FRONT OF BUILDING
Construction Hours per City Code: 7am—7pm Weekdays; 9am—7pm Weekends
Building Department Public Works/Utilities Fire Department
Phone: 904-247-5826 Phone: 904-247-5834 Phone: 904-630-4789
Fax: 904-247-5845 Fax: 904-247-5843 Fax: 904-630-4203
* When forms and reinforcing steel, anchor bolts, sleeves and inserts, and all
electrical, plumbing and mechanical work is in place, but before concrete is poured.
* When all structural steel members are in place and all connections are complete,
but before such work is covered or concealed.
** FORM BOARD ELEVATION CERTIFICATE MUST BE ON-SITE FOR SLAB INSPECTION
1
IMPORTANT
PERMIT AND INSPECTION NOTES
BUILDING.
1. The City Sea Turtle Protection Ordinance applies where land either has frontage on Beach Avenue, the
Cloister Condominium, or is located eastward of Seminole Road from 20th Street northward to the City Limits.
2. No fill dirt can be delivered without prior approval from Public Works. Per COAB, 24-68.
3. The bottom of all foundation footings must be minimum 12 inches below existing grade, per COAB, 24-68
and FBC-B, Section 403.1.4. Site conditions may require footings to be deeper or higher above finished grade.
Please review COAB Bulletin 1-16 to ensure minimum Finished Floor Elevation (FFE).
4. Fill dirt inside foundation walls must be compacted in 8-inch lifts, per FBC-R506.2.1. Please submit
compaction tests, from a third-party testing agency, for every 16 inches of fill or fraction thereof.
5. At Final Inspection, a 6-inch clearance between exterior wall coverings and final grade (top of sod or mulch)
will be required, per FBC-R318.7. Please plan FFE and lot grading accordingly.
6. Where questionable soils are found, during inspection, soil and compaction tests may be required, per FBC-
R401.
7. Please provide a form-board or stem wall elevation form, from a licensed surveyor, for slab inspection.
8. Please review COAB Bulletin 2-18 to determine if a survey with setbacks and dimensions to property lines is
required for slab inspection.
9. The placement and protection of steel reinforcement (Rebar) must comply with FBC-R606 (Masonry) and
R608 (Concrete), including required Standard Hooks at top and bottom of vertical rebar.
10. Inspections:
a. In-Progress Inspections are required for Exterior Siding and Window and Door Inspections and
should be scheduled for the first day of work.
b. A Scratch-Coat Inspection is required for stucco work. If you intend to apply a double-up, brown-
coat, please call the Building Department to schedule a same-day Scratch-Coat Inspection.
c. All roofing projects require an In-Progress Inspection, Residential and Commercial.
d. The roof must be complete and the building dried in before scheduling rough trades inspections.
11. The joint tape for ZIP Board products is considered the dry-in or House Wrap for the building and must be
inspected before covering over. All holes and penetrations in the sheathing and overdriven nails must be
sealed.
12. Please post the building permit documents in a conspicuous location, before start of construction,
including the Building Permit, Notice Of Commencement (NOC), and Construction Site Management Plan. The
Police Department may review the management plan for compliance and parking.
13. Blocking any sidewalk or street is prohibited without prior approval from the Police Department and City
Manager.
2
14. All work must match the approved plans. All changes to the approved plans must be re-submitted for plan
review and approved before it can be inspected. Building inspectors are not authorized to approve changes to
the approved plans in the field. (See Mechanical)
15. Where excavation is required for new construction, the provisions of FBC-B, Section 3307 will apply,
including a 10-Day prior notice to adjoining property owners and protection of adjoining properties. Where
the excavation exceeds 24 inches, temporary retaining walls must designed by the Engineer Of Record (EOR)
and installed during or immediately after excavation.
16. Stairs and hand rails (FBC-R311), and guard systems (FBC-R312), as hazardous locations, must meet Code
exactly, including graspable handrails.
17. Safety glazing must be installed in hazardous locations, per FBC-R308.4 or FBC-B, Chapter 24. The
permanent identification mark must be visible after installation and read “Tempered”, “CPSC 16 CFR 1201”, or
ANSI Z97.1”.
EXISTING BUILDINGS – REMODELS, RENOVATIONS, ADDITIONS, CHANGE OF OCCUPANCY.
1. Existing buildings are reviewed and permitted under the Florida Building Code-Existing Buildings (FBC-
EB). The applicant must specify the method of compliance, per FBC-EB 301.1, and include that
information on the plans, with the Design Criteria and Code Analysis.
The requirements for the method specified will be found in the corresponding FBC-EB Chapter.
2. When damaged, decayed, deteriorated, faulty, or unsafe, construction, materials, or equipment are
discovered during construction, that condition must be corrected and approved before proceeding.
3. When it is discovered during construction that the Compliance Method is not correct, or the project
has expanded into another Compliance Method, revised plans will be required to update the Permit.
No inspections will be conducted until the approved revisions are on site.
4. Any wall opened by removing interior or exterior wall coverings is considered a Work Area, and current
provisions for Energy Conservation, including weatherproofing and insulation will apply.
5. Building inspectors are not authorized to approve changes to the approved plans in the field.
ROOFING.
a. The roof sheathing for all new construction must remain uncovered until the Roof Sheathing
Inspection is approved.
b. All roofing projects require an In-Progress Inspection.
c. Sheathing installation and replacement guidelines per APA.
d. Underlayment must conform to FBC-R Table 905.1.1
e. Shingles must conform to ASTM D3161 G or H, or ASTM D7158 F
3
ELECTRICAL.
1. Electrical work must comply with the provisions of the 2014 NEC.
2. Anti-Oxidant Compound is required on all exterior aluminum wiring connections, unless the Listing
Approval Documents for the conductors and the termination points, at each end, specifically allow
connection without the compound. (Three documents will be required)
PLUMBING.
1. Water supply and drain pipes must be insulated outside of conditioned areas, per FBC-R, P2603.5.
2. Where the entire sanitary drainage system is replaced, the existing building drain and building sewer
must be internally examined to verify proper size and slope and that piping is not broken or obstructed,
per FBC-R, P2502.1.
3. COAB requires an additional sewer cleanout near the sewer tap with a T-1 concrete box for protection.
4. Water service piping must be properly supported and covered by a minimum of 12 inches of soil, per
FBC-R, P2604.3.
MECHANICAL.
1. All equipment and duct work must match the approved plans and Energy Sheets.
The Manual S is the approved duct plan, and the as-built duct work must match the approved plans, or
a revised Manual S or equivalent must be submitted for review. An equivalent must include duct and
trunk layout and sizes, available static pressure, actual air flow, and total effective length, signed by the
Mechanical Contractor with State License Number.
FUEL GAS.
1. Fuel gas systems from the regulator to the appliances must comply with the FBC-Gas.
2. LP gas storage systems and outside piping must comply with NFPA 58.
3. All underground gas piping and tubing must be buried with 12-inches of cover.
4. CSST gas piping must comply with the manufacturer’s installation instructions and terms of approval.
01/23/20, 02/13/20, 7/20/20
Valhalla Tap Room
169730-0005
X
Dave Simpson
PPRI21-0014
Revision Request/Correction to Comments **ALL INFORMATION
HIGHLIGHTED IN
GRAY IS REQUIRED.City of Atlantic Beach Building Department
800 Seminole Rd, Atlantic Beach, FL 32233
Phone: (904) 247-5826 Email: Building-Dept@coab.us PERMIT #: _____________________
Revision to Issued Permit OR Corrections to Comments Date: ________________
Project Address: ____________________________________________________________________________________
Contractor/Contact Name: ____________________________________________________________________________
Contact Phone: ______________________________ Email: _________________________________________________
Description of Proposed Revision / Corrections:
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
I_______________________________ affirm the revision/correction to comments is inclusive of the proposed changes.
(printed name)
Will proposed revision/corrections add additional square footage to original submittal?
No Yes (additional s.f. to be added: _____________________________)
Will proposed revision/corrections add additional increase in building value to original submittal?
No *Yes (additional increase in building value: $____________________) (Contractor must sign if increase in valuation)
*Signature of Contractor/Agent: _______________________________________________________
__________________________________________________________________________________________________
(Office Use Only)
Approved Denied Not Applicable to Department Permit Fee Due $_______________
Revision/Plan Review Comments_______________________________________________________________________
__________________________________________________________________________________________________
Department Review Required:
Building _____________________________________________
Planning & Zoning Reviewed By
Tree Administrator
Public Works
Public Utilities _____________________________________________
Public Safety Date
Fire Services Updated 10/17/18
Gustavo Espina Projectmanager@allcon.com
Corrections on permit application, NOC and NTBO, also jurisdiction requested lease agreement.
PPRI21-0014
LEASE AGREEMENT
BETWEEN
NSHORE, LLC,
a Florida limited liability company,
LANDLORD
AND
Valhalla Barbershop, LLC,
A Florida limited liability company,
TENANT
FOR
363 Atlantic Blvd, Suite #2-4
Atlantic Beach, Florida
Dated: August , 2021
PPRI21-0014
--
i
RETAIL LEASE
LEASE SUMMARY OF CERTAIN PROVISIONS
The following is a summary (this “Lease Summary of Certain Provisions”) of certain basic lease
provisions of the Retail Lease to which this Lease Summary is attached (the “Lease”). Notwithstanding anything
to the contrary, in the event of a conflict between the terms of this Lease Summary and the terms of the Lease,
the terms of the Lease shall control.
1. Date of Lease Execution: August _____, 2021 (the “Effective Date”)
2. Landlord: NSHORE, LLC,
A FLORIDA LIMITED LIABILITY COMPANY,
3. Landlord’s Address: NSHORE, LLC,
Attn: Taraz Darabi
PO Box 357742
Gainesville, FL 32635
4. Tenant: VALHALLA BARBERSHOP, LLC, a Florida limited
liability company
5. Tenant’s Address: 125 E Berkswell Drive
St. Johns, FL 32259
Attn: Dave Simpson
Tel. (904) 887-4995
Email. ddinvestmentsfl@gmail.com
6. Lease Guarantor: DAVID JOHN MONAGHAN
SARAH LYNN MONAGHAN
DAVID M SIMPSON
KATHRYN ELLEN SIMPSON
7. Lease Guarantor’s Address: David and Sarah Monaghan
2039 E Morningside Rd, Apt #335
Fremont, NE, 68025
Tel. (402)719-7196 / (712) 310-6869
Email.
David and Katie Simpson
125 E Berkswell Drive
St. Johns, FL 32259
Attn: Dave Simpson
Tel. (904) 887-4995
Email. ddinvestmentsfl@gmail.com
8. Premises: Suites 2-4 of the building commonly known as The Shoppes
of Northshore, located on certain real property with an
address of 363 Atlantic Blvd, Atlantic Beach Duval County,
Florida
ii
9. Floor Area of Premises: 3,017 square feet
10. Rentable Area of Building: 17,190 square feet
11. Tenant’s Share: 3,017 / 17,190 = 17.55%
12. Permitted Use of Premises: Section 5.1 Permitted Use – Operation of a barbershop, beer
retailer and lounge, and for no other purpose without prior
written approval from the Landlord. Tenant shall not violate
any exclusive in effect for any other tenant in the Center.
13. Term of Lease: Five (5) years
“Commencement Date”: Upon Execution of the Lease
“Rent Commencement Date”: 60 Days Following
Landlord’s Delivery of Suite 4.
“Expiration Date”: Five (5) Years Following the Rent
Commencement Date, unless extended pursuant to Force
Majeure as defined in this Lease.
14. Prepaid Rent: $10,088.09 (includes sales tax) (due upon execution of
Lease; to be applied to first (1st) month that Minimum Rent
is due)
15. Percentage Rent: Commencing on the Rent Commencement Date and
thereafter throughout the Term of the Lease, Tenant shall
pay to Landlord percentage rent equal to _Zero_
PERCENT (0%) of Tenant’s Gross Sales (as defined in
Section 3.2(b) of the Lease) during each Lease Year in
excess of $NA
16. Security Deposit: $9,428.13 (due upon execution of Lease)
17. Cost Pass-Throughs: Real Estate Taxes, Insurance, and Operating Expenses (as
defined in Article 6 of the Lease), on a “triple net” basis
18. Additional Rent:
As provided for in Section 3.2 and referenced in Article 6 of
the lease. Current estimated Additional rent is $6.50 per
square foot annually, or $1,634.21 monthly
19. Broker(s): Colliers International (“Landlord’s Broker”) (representing
Landlord); SVR Commercial, LLC (“Tenant’s Broker”)
(representing Tenant) (Section 21.5)
20. Option Period(s): One (1) Five (5) Year Option.
21. Minimum Rent:
Lease Year Per Square Foot Monthly Minimum Rent Annual Increase
1 $31.00 $7,793.92 NA
2 $31.93 $8,027.73 3%
iii
3 $32.89 $8,268.57 3%
4 $33.87 $8,516.62 3%
5 $34.89 $8,772.12 3%
Option 1
Lease Year Per Square Foot Monthly Minimum Rent Annual Increase
8 $35.94 $9,035.29 3%
9 $37.02 $9,306.34 3%
10 $38.13 $9,585.53 3%
11 $39.27 $9,873.10 3%
12 $40.45 $10,169.29 3%
{Remainder of page intentionally left blank}
1
ARTICLE I
INTRODUCTORY PROVISIONS
Section 1.1. References and Conflicts. References to Sections appearing in the Summary of
Certain Provisions are to designate some of the other locations in this Lease where additional provisions
applicable to the particular items within the Summary of Certain Provisions appear. Each reference in this Lease
to any item within the Summary of Certain Provisions shall be construed to incorporate all of the terms provided
for under such provision and shall be read in conjunction with all other provisions of this Lease applicable
thereto. If there is any conflict between the terms contained in the Summary of Certain Provisions and any other
provisions of this Lease, the latter shall control.
Section 1.2. Exhibits. The following drawings and special provisions are attached to this Lease as
exhibits and are hereby made a part of this Lease:
Exhibit A - Survey
Exhibit B - Rules and Regulations
Exhibit C - Commencement and Expiration Date Declaration
Exhibit D - Sign Criteria
Exhibit E - [Intentionally Deleted]
Exhibit F [Intentionally Deleted]
Section 1.3. General Definitions. In addition to the terms defined in the Summary of Certain
Provisions, the following terms, whenever used in this Lease with the first letter of each word capitalized, shall
have only the meanings set forth in this Section 1.3, unless such meanings are expressly modified, limited or
expanded elsewhere in this Lease:
(a) “Additional Rent” means all amounts other than Minimum Rent due and owing to Landlord
under this Lease including, without limitation, Tenant’s Share of Taxes, Insurance and CAM Element.
(b) “CAM Element” means an amount, included in Additional Rent, for Tenant’s share of
common area expenses, real estate taxes, and insurance for the operation of the Premises as described in Article
6.
(c) “Common Areas” mean all areas, facilities and improvements (as the same may be enlarged,
reduced, replaced, removed or otherwise altered by Landlord) from time to time made available in the Project
by Landlord under Section 2.1 of this Lease for the non-exclusive common use of occupants of the Project,
including Tenant, its agents, employees and invitees. The Common Areas shall include, without limitation,
lobbies (at ground level or otherwise), mail rooms, parking areas, decks and facilities, sidewalks, stairways,
escalators, conduits, elevators, service corridors, fire corridors, seating areas, truck ways, ramps, loading docks,
delivery areas, landscaped areas, park areas, hardscape elements (including fountains), retention/detention areas,
park areas, package pickup stations, public restrooms and comfort stations, access and interior roads, retaining
walls, drainage systems, bus stops and lighting facilities. Notwithstanding anything in the foregoing to the
contrary, the Common Areas shall not include any stairways, ramps, loading docks or delivery areas included in
the Premises, if any, or in the premises of any occupant of the Project and intended for such occupant’s exclusive
use. Except as herein specifically provided, Tenant shall have no right or interest in the Common Areas. If the
Common Areas shall be so changed or diminished, then Landlord shall not be subject to any liability nor shall
Tenant be entitled to any compensation or abatement of rent nor shall revocation or diminution of the Common
Areas be deemed constructive or actual eviction of Tenant. Subject to Landlord’s right to change or alter any of the Common Areas, Tenant shall have, as
appurtenant to the Premises, the non-exclusive right to use the Common Areas in common with others, subject
to reasonable rules of general applicability to tenants and other occupants and users of the Project from time to
time made by Landlord of which Tenant is given notice.
2
(d) “Force Majeure” means a material delay beyond the reasonable control of the delayed party
caused by labor strikes, lock outs, industry wide inability to procure materials, extraordinary restrictive
governmental laws or regulations (such as gas rationing), mass riots, war, military power, sabotage, disease,
pandemics, material fire or other material casualty, Severe Weather, or an extraordinary and material act of God
(such as a tornado or earthquake), but excludes inadequacy of insurance proceeds, litigation or other disputes,
financial inability, lack of suitable financing, delays of the delayed party’s contractor and failure to obtain
approvals or permits unless otherwise caused by an event of Force Majeure. “Severe Weather” means weather
that a reasonable person would find unusual and unanticipated at the time of the scheduling of the activity based
on recent weather patterns for the period in question in the vicinity of the Premises, provided that the delayed
party delivers to the other party, upon request, reasonable documentation from an unbiased weather authority
substantiating such claim. If either party hereto is delayed or hindered in or prevented from the performance of
any obligation required hereunder by Force Majeure, the time for performance of such obligation shall be
extended for the period of the delay, provided that Force Majeure shall not excuse prompt and timely payments
when due under this Lease or other delays that are explicitly excluded from Force Majeure hereunder unless
such delay in payments are due to a government order mandating the closure of the Tenant’s business. In the
case of a delay due to a governmental closing of the business the Term and the then current Lease Year will be
extended by the amount of time the business is closed by government order.
(e) “Lease Year” means the twelve (12) month period beginning on the first day of the month
immediately following the Commencement Date and terminating on the same day of the succeeding year, and
on the same day of each year thereafter during the Term, unless a Lease Year is extended under the terms of this
Lease. The period of time, if any, between the Commencement Date and the first day of the month immediately
following the Commencement Date shall be considered to be a part of the first Lease Year.
(f) [Intentionally Deleted]
(g) “Tenant’s Share” means a fraction, the numerator of which is the Rentable Area of the
Premises (3,017 square feet) and (i) the denominator of which is the sum of the Rentable Area of the Building
(17,190 square feet). Landlord reserves the right to increase or decrease the Rentable Area of the premises at its
sole and absolute discretion from time to time.
(h) “Interest” means the Prime Rate reported in the Money Rates section of The Wall Street
Journal on the twenty-fifth (25th) day of the month preceding the date upon which the applicable obligation is
incurred plus three percent (3%).
(i) “Building” or “Building” means the building identified as on the Survey attached hereto as
Exhibit A.
(j) “Premises” means Suites 2-4 (consisting of approximately 3,017 square feet) of the building
commonly known as The Shoppes of Northshore, located on certain real property with an address of 363 Atlantic
Blvd, Atlantic Beach, Duval County, Florida.
(k) “Project” means the center located at 363 Atlantic Blvd, Atlantic Beach, Duval County, Florida,
and known as “Shoppes of Northshore” or such other name as Landlord may designate from time to time. The
Project is further shown and delineated on the “Survey” attached hereto as Exhibit A.
(l) “Rent” means Minimum Rent and Additional Rent.
(m) “Rentable Area” means rentable square footage, whether or not actually leased or occupied,
measured per the 2010 BOMA standards.
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The amount of Minimum Rent set forth in Paragraph 9 of the Summary of Certain Provisions is based
upon the Rentable Area of the Premises. Upon substantial completion of construction of Landlord’s Work (as
defined in Section 4.1 below), the Rentable Area of the Premises shall be determined by Landlord’s architect,
and if the Rentable Area of the Premises differs by more than two percent (2%) from the Rentable Area of the
Premises set forth in Paragraph 2, then the Minimum Rent shall be adjusted prior to the Commencement Date.
Promptly after the Commencement Date, Landlord and Tenant shall execute and deliver a written declaration in
the form attached hereto as Exhibit C. Landlord shall have the right to adjust the Rentable Area of the Building
and other Buildings in the Project as they are completed, subject to Paragraph 13 of the Summary of Certain
Provisions.
(n) “Rentable Area of the Premises” means the amount of space upon which Rent is payable
under this Lease as set forth in Paragraph 2 of the Summary of Certain Provisions.
(o) “State” means the State of Florida.
(p) “Taxes” shall mean and include all federal, state, county, or local governmental or municipal
taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or
extraordinary (including, without limitation, real estate taxes, general and special assessments and interest
thereon whenever the same may be payable in installments), transit taxes, leasehold taxes or taxes based upon
the receipt of rent, including sales taxes applicable to the receipt of rent, unless required to be paid by Tenant,
which may be levied or assessed by, or are payable to, any lawful authority during or with respect to any calendar
or fiscal year falling in whole or in part during the Term because of or in connection with the ownership, leasing
and operation of the Project. Taxes shall also include, without limitation, any assessment, tax, fee, levy or charge
in addition to, or in substitution, partially or totally, for or as a supplement to any assessment, tax, fee, levy or
charge previously included within the definition of Taxes. All such new and increased assessments, taxes, fees,
levies and charges and all similar assessments, taxes, fees, levies and charges and service payments in lieu of
Taxes shall be included within definition of Taxes. Tax refunds shall be deducted from Taxes in the year they
are received by Landlord, but if such refund shall relate to Taxes paid in a prior year of the Term, and the Lease
shall have expired, Landlord shall mail Tenant’s Share of such net refund (after deducting expenses and
attorneys’ fees), up to the amount Tenant paid towards Taxes during such year, to Tenant’s last known address.
Taxes shall not include: (a) any net income, excise, profits (other than a tax on gross profits), estate, gift,
franchise, or capital stock tax or assessment upon Landlord; and (b) any fine, penalty, cost or interest for any tax
or assessment, or part thereof, which Landlord failed to timely pay (except if same are imposed by reason of
Tenant’s default hereunder).
(q) “Underlying Documents”. The terms, conditions and provisions of this Lease and the rights
of the parties hereto are subject to all matters of public record, public or private restrictions affecting Landlord,
the Building, or the Project, and all applicable governmental rules and regulations, and are subject to and
subordinate to any applicable Master Declaration of Easements, Covenants and Restrictions recorded in the
relevant Public Records, as amended from time to time (the “Declaration”). Tenant agrees to comply with the
provisions of the Declaration and any other recorded or unrecorded documents affecting the Building or the
Project (the “Underlying Documents”). Landlord represents and warrants that the Permitted Use does not
violate any restrictions, terms or conditions of the Declaration.
ARTICLE II
GRANT AND TERM
Section 2.1. Premises.
Landlord, in consideration of the Rent to be paid and the covenants to be performed by Tenant, does
hereby lease and demise to Tenant, and Tenant hereby rents and hires from Landlord, for the Term, the Premises.
Landlord shall have and hereby reserves the right at its reasonable discretion, at any time and from time to time
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during the Term, subject to the Declaration and so long as such changes do not materially and adversely limit or
reduce Tenant’s right to utilize such Common Areas or the parking provided pursuant to this Agreement below or
materially and adversely limit or reduce access to and from public roads adjoining the Project and so long as such
changes are of similar quality as the Project is initially constructed, to (i) redesignate, modify, alter, expand, reduce
and to change the Common Areas including, without limitation, the area, level, location and arrangement of all
parking areas, decks, roadways and driveways; and (ii) make alterations or additions to, and build additional stories
on, the Building and to construct other buildings and improvements of any type in the Project for lease to tenants or
for such other uses as Landlord desires, including the right to locate and/or erect thereon permanent or temporary
kiosks and structures; and (iii) exclude from the Common Areas such building areas and related areas as Landlord
shall designate. If Landlord elects to enlarge the Project, any additional area may be included by Landlord in the
definition of the Project. Landlord shall also have the general right from time to time to include within and/or
to exclude from the defined Project any existing or future areas, subject to the foregoing limitations. This Lease
is subject to all applicable building restrictions, planning and zoning ordinances, governmental rules and
regulations, existing underlying leases, and all other encumbrances, covenants, restrictions and easements
affecting the Project.
Section 2.2. Term.
(a) Term. The term of this Lease (the “Term”) shall commence on the Commencement Date and,
unless sooner terminated as hereinafter provided, shall end on the Expiration Date, as such dates are respectively
specified in the Summary of Certain Provisions. Landlord shall deliver the Premises to Tenant in accordance
with Section 4.2 herein.
(b) Option Periods. Tenant shall have the option (the “Option”) to extend the Term for the Option
Period(s) identified in the Summary of Certain Provisions. Said options shall be exercised, if at all, by written
notice via certified mail to Landlord at least one hundred eighty (180) days prior to the expiration of the then-
current Term. Landlord shall have no obligation to notify the Tenant of such option notice period. All terms and
conditions contained herein shall apply during the Option Periods except that Minimum Rent shall be in the
amounts set forth in the Summary of Certain Provisions. If Tenant does not exercise the foregoing options to
renew this Lease within the required time periods, then such options shall become null and void and be of no
further force or effect. These options are only valid provided that Tenant is not then in default hereof beyond
any applicable notice and cure periods, and have met the following terms and conditions:
i. Tenant shall not have been late (as defined in this lease) on more than two (2) occasions
within any twelve (12) month period during the Term of this Lease in the required payment
of any Minimum Rent or Additional Rent. Landlord shall provide Tenant with a written
notice of each late payment occurrence.
ii. Tenant shall not have been in default of this Lease, for any reason, more than twice during
the term of this Lease. Tenant shall be notified, as required under this Lease, of any instance
of Default hereunder.
iii. Tenant shall not have been in default of this Lease, for any reason, for a continuous period
of thirty (30) days or more during the term of this Lease.
ARTICLE III
RENT
Section 3.1. Minimum Rent. During the entire Term, Tenant shall pay annual minimum rental
(“Minimum Rent”) for the Premises in the amount set forth in the Summary of Certain Provisions, which sum
shall be payable by Tenant in equal consecutive monthly installments in the amount set forth in the Summary of
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Certain Provisions, without demand, deduction, set-off or counterclaim. The first installment of Minimum Rent
shall be paid in advance on the Rent Commencement Date. If the Rent Commencement Date occurs on a day
other than the first day of a month, the first installment of Minimum Rent shall be prorated at a daily rate based
on the number of days in such month.
Section 3.2. Additional Rent.
a) Any other sums owed by Tenant pursuant to the terms of this Lease
b) In addition to any Minimum Rent payable under Section 3.1 above, Tenant shall pay to Landlord
as Additional Rent, at the same time as payment of Minimum Rent are due and commencing on
the Commencement Date, Tenant’s Share of the operating expenses paid or incurred by Landlord
in connection with the ownership, operations and maintenance of the Building, in an amount
estimated by Landlord in good faith. The operating expenses paid or incurred by Landlord
during the operating expense base year are currently estimated to be Six and 50/100 Dollars
($6.50) per square foot of the Rentable Area of the Premises. Tenant shall pay one-twelfth (1/12)
of Tenant’s Share of the operating expenses, as provided in Article 6, as Additional Rent each
month. The foregoing amount is an estimate and in the event the total of these monthly payments
for any one (1) calendar year is less than Tenant’s actual pro rata share of the Shopping Center’s
operating cost, then Tenant shall pay the additional sum to Landlord within fifteen (15) days
after receipt of a written notice of said deficiency.
Section 3.3. Payment of Rent. Rent shall be paid to Landlord, in advance, on or before the first
day of the Term hereof and on or before the first day of each and every successive calendar month thereafter
during the Term of this Lease, at the Landlord’s Address set forth in the Summary of Certain Provisions (or at
such other address of which Landlord shall have given Tenant notice in accordance with this Lease). All other
Rent shall be paid as provided elsewhere in this Lease. In the event the term of this Lease commences on a day
other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then the
monthly rental for the first and last fractional months of the term hereof shall be appropriately prorated.
Section 3.4. Late Charge. If any Rent or other sums are not received within seven (7) days of when
due, Tenant shall immediately pay, as Additional Rent, (i) a service charge equal to fifteen percent (15%) of the
amount of such overdue payment for the purpose of defraying Landlord’s administrative expenses relative to
handling such overdue payment plus (ii) Interest, which Interest shall accrue beginning on the date the payment
was originally due and payable. Sales tax is to also be paid on these amounts by the tenant. As Rent or other
sums under this lease are due the 1st day of each Month, the Late Charge will apply in the event rent is not
received by the end of business on the 7th day of each month.
Section 3.5. Sales and Use Tax. Tenant shall pay all Florida sales and use tax due on Minimum
Rent, Additional Rent and all other amounts payable by Tenant to Landlord under this Lease upon which Florida
sales and use tax may be imposed from time to time pursuant to Section 212.031, Florida Statutes, or any similar
or successor law.
Section 3.6. Rent Abatement. Notwithstanding anything in this Lease to the contrary, and as
further consideration for Tenant’s obligations set forth herein, Tenant’s first [________] months of rent shall be
fully abated beginning on the Commencement Date (the “Rent Abatement Period”). During the Rent
Abatement Period Tenant is still required to pay its proportionate share on a monthly basis of real estate taxes,
property insurance and the cost to operate and maintain the common areas of the Shopping Center. Thereafter,
Tenant shall be required to pay the full amount of Minimum Rent pursuant to this terms and conditions of this
Lease.
Section 3.7. Security Deposit. Concurrently with the execution of this Lease, Tenant shall deposit
with Landlord the sum set forth in Paragraph 16 of the Summary of Certain Provisions as security for the punctual
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performance by Tenant of each and every obligation of Tenant under this Lease (such sum is hereinafter referred
to as the “Security Deposit”). In the event of any default by Tenant, in addition to and without prejudice to
any other rights and remedies available the Landlord, Landlord may, without notice, apply or retain all or any
part of such Security Deposit to cure the default or reimburse Landlord for any sum which Landlord may spend
by reason of the default. In the case of every such application or retention, Tenant shall, on demand, pay to
Landlord the sum applied or retained which shall be added to the Security Deposit so that the same shall be
restored to its original amount. If, at the end of the Lease Term, Tenant is not in default under this Lease, but not
otherwise, the Security Deposit, or any balance thereof, shall be returned to Tenant. No interest shall be paid on
the Security Deposit and Landlord shall not be required to maintain the Security Deposit in a segregated account.
It is expressly understood and agreed that the Security Deposit is not an advance payment of or on account of
the Rent herein reserved or any part or installment thereof or a measure of Landlord’s damages.
ARTICLE IV
PREPARATION OF PREMISES
Section 4.1. Landlord’s Work. Landlord is not responsible for any work other than to deliver the
space to tenant as-is, all heating, ventilation and air conditioning (HVAC) and plumbing systems will be
delivered in good working order.
Section 4.2. Delivery of Possession. Landlord shall deliver Suites 2 and 3 to Tenant upon execution
of lease, Suite 4 shall be delivered upon the existing tenant vacating the space, estimated to be 1/1/2022.
Section 4.3. No Representations. Tenant acknowledges that: (a) neither Landlord nor
Landlord’s agents or employees have made any representations or warranties as to the suitability or fitness
of the Premises for the conduct of Tenant’s business or for any other purpose; (b) except as expressly
provided herein, neither Landlord nor its agents or employees have agreed to undertake any alterations or
construct any improvements to the Premises; (c) Tenant has been advised to satisfy itself regarding the
condition of the Premises including without limitation the heating, ventilation and air conditioning
(“HVAC”) systems, electrical and fire sprinkler systems and any structural or environmental matters and
the present and future suitability of the Premises for Tenant’s intended use; (d) Tenant has been advised to
satisfy itself regarding the Premises’ compliance with the Americans with Disabilities Act and all other
applicable requirements, including all municipal, county, state and federal laws, ordinances, rules and
regulations, orders, permits and zoning, the requirements of any applicable fire insurance underwriter or
rating bureau and any covenants, restrictions or other matters of record relating to Tenant, the Premises or
the use thereof (collectively, “Laws”). Tenant further acknowledges, by taking possession of the Premises,
that as of the Commencement Date: (e) Tenant has been given access to the Premises and has made such
investigation as it deems necessary with reference to the matters set forth in this Section, is satisfied with
reference thereto, and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the
Premises and/or the terms of this Lease; and (f) neither Landlord nor any of its agents or employees has
made any oral or written representations or warranties regarding said matters or the condition of the
Premises other than as expressly set forth in this Lease.
Section 4.4. Tenant’s Work.
(a) The Tenant shall be given a Tenant Improvement Allowance by Landlord of Ten and 00/100
Dollars ($10.00) per square foot of Tenant’s Rentable Area (the “Tenant Improvement Allowance”) to cover
the costs up to this amount for all Tenant’s Plans indicated on the Tenant’s improvement plans submitted to and
approved by Landlord, which shall constitute the Tenant’s Work (the “Tenant’s Work”) to the Premises. All
of the Tenant Improvement Allowance shall be available to the Tenant and can be applied towards construction
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of interior improvements of Tenant areas further defined in Tenant’s Plans. Tenant shall have the right to use
consultants and contractors of Tenant’s choice, subject to Landlord’s reasonable approval rights. Upon
completion of the Tenant’s Work, Tenant shall produce to Landlord a total invoice for applicable expenses and
be credited the cost of the work applicable under this section up to the Tenant Improvement Allowance. So long
as Tenant is not in default, the allowance will be paid within forty-five (45) days after Tenant opens for business,
pays first month’s rent and extra charges that has not been prepaid, and furnishes Landlord paid invoices, final
lien waivers, and any other documentation Landlord reasonably requires. Any expense occurred above the
Tenant Improvement Allowance is the sole responsibility of the Tenant. If Tenant does not provide the Tenant
Allowance Request to Landlord within two hundred seventy (270) days of the Commencement Date of this
Lease, then Tenant shall be deemed to have waived, without the requirement of any notice, any right to the
Tenant Allowance and Landlord's reimbursement obligation under this Article shall be deemed null and void
and of no further force or effect.
(b) Except as specifically set forth immediately above, Tenant shall not make any alterations,
repairs, additions or improvements to the Premises without the prior written consent of Landlord, such consent
not to be unreasonably withheld, conditioned or delayed. If Landlord grants such consent, such alterations,
additions or improvements shall be performed in good and workmanlike manner and in accordance with all
applicable legal and insurance requirements and all drawings and specifications approved by Landlord, and in
accordance with the provisions of this Lease. Tenant shall not commence any alterations or improvements to the
Premises unless and until Landlord approves the plans and specifications for such work. As a part of Tenant’s
Work, in the event the space is not sub-metered for all utilities, Tenant will be responsible for submetering the
space, or reimburse Landlord for the cost of such work.
Prior to the commencement of any work by Tenant, Tenant shall obtain the insurance required in
Section 4.7 below and all plans and specifications shall be approved by Landlord. Landlord shall have the right,
at no expense to Landlord, to require Tenant to furnish Landlord with payment and performance bonds
guaranteeing the completion of any such repairs, alterations, additions or improvements. No liens arising out of
any work performed, materials furnished or obligations incurred by or for the benefit of Tenant shall exist against
the Premises or the Building. The interest of Landlord in the Premises, the Building and the Project shall not be
subject to liens for improvements made by or on behalf of Tenant. If any mechanics’, materialmen’s or other
lien (each, a “lien”) is filed against the Premises or the Building(s) as a result of Tenant’s actions or inactions,
Tenant, at its expense, shall cause the lien to be discharged of record or fully bonded to the satisfaction of
Landlord within ten (10) days after notice of the filing thereof. If Tenant fails to discharge or bond against said
lien within such ten (10) day period, Landlord may, in addition to any other rights or remedies Landlord may
have, but without obligation to do so, bond against or pay the lien without inquiring into the validity or merits
of such lien, and all sums so advanced, including reasonable attorneys’ fees, shall be paid by Tenant on demand
as Additional Rent.
Section 4.5. Tenant’s Signs. Before opening its store, Tenant shall install a sign which shall
indicate Tenant’s Trade Name (as defined below) above the front entrance to the Premises. Tenant’s signage
shall at all times be consistent with the signage design criteria for the Shopping Center, including the manner
and method of attachment of the signage to the building. Landlord agrees to allow Tenant to install and
maintain the maximum signage permitted under applicable Laws. All signs must comply with all Laws,
including, but not limited to, any applicable city and county code requirements. Tenant shall be solely
responsible for all costs associated with the manufacture, installation and maintenance of the signs. At the
expiration of this Lease, Tenant shall remove all signs, at its sole expense, and shall repair any damage
resulting from the installation or removal of the signs.
Section 4.6. Removal by Tenant. All present and future repairs, alterations, additions and
improvements made to the Premises by either party shall become the property of Landlord upon attachment.
Upon the expiration or sooner termination of this Lease, Tenant shall not remove any of such alterations, and
8
improvements, except that Tenant shall remove any alterations, additions or improvements that Landlord
designates by written notice to Tenant, at the Time of Tenant’s request to make such changes, and Tenant shall
remove its trade fixtures if Tenant is not in default hereunder. Tenant shall promptly repair any damage to the
Premises caused by such removal. Tenant will not have any restoration obligations related to Landlord’s Work.
Section 4.7. Construction Insurance. Prior to the commencement of any Tenant alterations,
repairs, additions or improvements to the Premises, Tenant shall carry, or cause its contractor to carry, “Builder’s
All Risk” insurance in an amount reasonably approved by Landlord covering the performance of the same,
workers’ compensation coverage as required by law, and such other insurance Landlord may reasonably require,
and shall provide evidence of such coverage to Landlord. Landlord and any mortgagee of the Building shall be
named as additional insureds or loss payees, as applicable on such policies.
ARTICLE V
CONDUCT OF BUSINESS
Section 5.1. Permitted Use. Tenant shall continuously use and occupy the Premises during the
Term solely for the purpose of conducting the business specifically set forth in the Summary of Certain
Provisions, and for no other purpose. Tenant shall not use the Premises for any use that would conflict with the
exclusive use rights of other tenants at the Project. Tenant shall procure all license(s) and/or permit(s) required
for the lawful conduct of Tenant’s business and submit the same for inspection by Landlord. Tenant, at Tenant’s
expense, shall at all times comply with the requirements of such license(s) or permit(s).
Section 5.2. Tenant’s Covenants and Prohibited Uses. Notwithstanding the foregoing, the
Tenant:
a) Tenant shall at all times keep the Premises at a temperature sufficiently high to prevent freezing
of water pipes and fixtures.
b) When Shopping Center generally is open for business to the public, Tenant shall maintain the
following temperatures in all merchandising areas in the Premises, subject to any adjustments
required by any governmental agency:
i. Heating Season: A prevailing minimum temperature of sixty-eight (68) degrees
Fahrenheit.
ii. Cooling Season: A prevailing maximum temperature of seventy-eight (78) degrees
Fahrenheit and relative humidity of approximately sixty (60%) percent.
c) Tenant shall not permit any business to be operated in or from the Demised Premises by any
concessionaire or licensee without the prior written consent of Landlord.
d) Tenant (i) will keep clean the inside and outside of all glass in the doors and windows of the
Premises; (ii) will replace promptly at its own expense with glass of like kind and quality any
plate or window glass; (iii) will replace doors or door hardware of the Premises which may for
any reason become cracked or broken; (iv) will maintain the Premises in a clean, orderly and
sanitary condition and free of insects, rodents, vermin, and other pests; (v) will not permit undue
accumulation of garbage, trash, rubbish or other refuse in the Premises; and (vi) will keep such
refuse in proper containers inside the Premises until such time as same is called for to be
removed.
e) Tenant shall keep the Premises open for business with the public during all hours when Shopping
Center generally is open for business with the public. Tenant shall keep the Premises open for
business with the public on each business day at least during the hours indicated below or such
extensions of the minimum as shall be determined by Landlord. Tenant shall continuously
operate its business in the entire Premises, as required by this Lease during the Term hereof.
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In no event shall any Tenant be open for business less than thirty (30) hours in any given week.
Notwithstanding the provisions of this Section, no Tenant shall be required to keep its Premises
open for business on national holidays or at any time prohibited by applicable law, ordinance or
governmental regulations and Tenant shall be permitted to close the Premises during reasonable
periods not to exceed three (3) consecutive days (but not more than twice in any twelve (12)
month period) for re-stocking, taking inventory, repairing, cleaning or decorating the Premises,
with prior written permission from Landlord.
f) Tenant shall not, nor shall Tenant at any time permit any occupant of the Premises to, (i)
conduct or permit any fire, bankruptcy or auction sale (whether real or fictitious) unless directed
by order of a court of bankruptcy or of competent jurisdiction, or conduct or permit any
fictitious "Going Out of Business" sale; (ii) use, or permit to be used, the malls or sidewalks
adjacent to such Premises, or any other area outside the Premises for the sale or display of any
merchandise or for any other business, occupation or undertaking, or for outdoor public
meetings, circus or other entertainment (except for promotional activities in cooperation with
the management of the Shopping Center): (iii) use or permit to be used, any sound broadcasting
or amplifying device which can be heard outside of the Premises; (iv) operate or cause to be
operated any "elephant trains" or similar transportation devices; (v) use or permit to be used
any portion of the Premises for any unlawful purpose or use or permit the use of any portion of
the Premises as regular living quarters, sleeping apartments or lodging rooms or for the conduct
of any assembly or manufacturing business or warehouse (except as required to store retail
goods for sale on site); or (vi) use, operate or maintain the Premises in such manner that any of
the rates for any insurance carried by Landlord, or the occupant of any premises within the
Shopping Center, shall thereby be increased, unless Tenant shall pay to Landlord or such
occupant within the Shopping Center, as the case may be, an amount equal to any such increase
in rates, such payment to be made promptly on demand as each premium which shall include
such increase shall become due and payable.
g) Tenant (i) will not represent or advertise that it regularly or customarily sells merchandise at
"manufacturers", "distributor's ", or "wholesale", "warehouse", "fire sale", "bankruptcy sale",
surplus, or similar prices or other than at retail prices; (ii) will keep all mechanical apparatus
free of vibration or noise which may be transmitted beyond the confines of the Premises; (iii)
will not cause or permit objectionable odors to emanate from the Premises; (iv) will not load
or unload or permit the loading or unloading of merchandise, supplies or other property except
within the area designated by Landlord from time to time; and (v) will not permit the parking
or standing, outside of such designated area, of trucks, trailers or other vehicles or equipment
engaged in such loading or unloading. Tenant shall not sell, or suffer or permit to be kept, used
or sold in, upon or about the Demised Premises any gasoline, distillate or other petroleum
products or any other substance or material of an explosive, inflammable or radiological nature
which may endanger any part of the Demised Premises or its occupants, business patrons or
invitees, or present any unusual fire, explosion or other damaging or dangerous hazard or
possibility of contamination; and Tenant shall comply with all governmental rules, regulations,
ordinances, statutes and laws now or hereafter in effect pertaining to the Demised Premises or
Tenant's "use" thereof (including such rules and regulations regarding the disposal of medical,
toxic and hazardous waste); provided, however, that Tenant shall not be liable for structural or
major system changes except as they may be required as a consequence of the nature of Tenant's
particular use of the Demised Premises.
Section 5.3. Tenant’s Additional Covenants. Tenant covenants and agrees that, in the operation
of its business within the Premises, Tenant shall: (a) pay before delinquency any and all taxes, assessments and
public charges levied, assessed or imposed upon Tenant’s business, or upon Tenant’s fixtures, furnishings or
equipment in the Premises; (b) not use any space outside the Premises for sale, storage, display, hand billing,
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advertising, solicitation or any other similar undertaking; (c) not use the plumbing facilities in the Premises for
any purpose other than that for which they were constructed; (d) not use any advertising medium or sound
devices inside or adjacent to the Premises which produce or transmit sounds which are audible beyond the
interior of the Premises, except as otherwise approved by Landlord in writing; (e) not permit any odor to emanate
from the Premises which is reasonably objected to by Landlord or by any tenant or occupant of the Building
(and, upon written notice from Landlord, Tenant shall immediately cease and desist from causing such odor,
failing which Landlord may deem the same a material breach of this Lease); (f) not use the Premises in a manner
that would constitute a nuisance; (g) keep the Premises in a neat, clean, safe and sanitary condition; (h) be
authorized to do business in the State; (i) not store, display, sell or distribute any alcoholic beverages or any
dangerous materials other than serving alcoholic beverages for employee social events and events for clients; (j)
not operate or permit to be operated on the Premises any coin or token operated vending machine or similar
device other than vending machines for the exclusive use of Tenant’s employees; (k) not permit any improper,
immoral and “adult” entertainment or nudity in the Premises, and not distribute or display any paraphernalia
commonly used in the use or ingestion of illicit drugs, or any x-rated, pornographic or so-called “adult”
newspaper, book, magazine, film, picture, video tape, video disk or other similar representation or merchandise
of any kind; (l) use good faith efforts to avoid any action which would cause any work stoppage, picketing, labor
disruption or dispute, or any interference with the business or rights and privileges of Landlord or any other
tenant, occupant or other person lawfully in the Project; (m) not interfere with the transmission or reception of
microwave, television, or radio communications signals by antennae located on the roof of any building or
elsewhere in the Project; (n) not move any safe, heavy machinery, heavy equipment or fixtures into or out of the
Premises without Landlord’s prior written consent, or place a load on any floor exceeding the floor load per
square foot that such floor was designed to carry, or install, operate or maintain in the Premises any heavy
equipment except in such manner as to achieve a proper distribution of weight; and (o) promptly comply with
all present and future laws, ordinances, orders, rules, regulations and requirements of all governmental
authorities having jurisdiction (collectively, “Laws”), including any and all Laws concerning the Americans
with Disabilities Act of 1990, as amended (the “ADA”) (so long as such compliance with all Laws is related to
Tenant’s specific use of the Premises and not office use in general), or the generation, use and/or disposal of any
Hazardous Materials (as defined in Section 5.5 below) brought to the Premises by Tenant, its employees, agents
or contractors, or the cleanliness, safety, occupancy and use of the same, whether or not any such law, ordinance,
order, rule, regulation, covenant, restriction or other requirement is substantial, or foreseen or unforeseen, or
ordinary or extraordinary, or shall necessitate structural changes or improvements, shall interfere with the use or
enjoyment of the Premises, and Tenant shall hold Landlord harmless from any and all cost or expense on account
thereof (as used in this Lease, the term “legal requirements” shall include the requirements set forth in this
subparagraph 5.3(o)).
Section 5.4. Notice by Tenant. Tenant shall give immediate notice to Landlord in case of fire or
accidents in the Premises, or in the Building of which the Premises are a part, or of defects therein or in any
fixtures or equipment.
Section 5.5. Hazardous Materials.
(a) Tenant shall not cause or permit the presence, use, generation, release, discharge,
storage, disposal or transportation of any Hazardous Materials on, under, in, about, to or from the Premises
and/or the Project, other than typical office supplies. As used herein, the term “Hazardous Materials” shall
mean any hazardous or toxic substances, materials or waste, pollutants or contaminants, as defined, listed or
regulated by any federal, state, county or local law, regulation or order or by common law decision including,
without limitation: (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents;
(ii) petroleum products or by-products; (iii) asbestos; and (iv) polychlorinated biphenyls.
(b) Should a release of any Hazardous Materials occur at the Premises or the Project as
the result of the acts or omissions of Tenant, Tenant shall immediately (i) notify Landlord and any mortgagee of
the Project for whom Tenant has been provided contact information, and (ii) contain, remove and dispose of, off
the Premises or the Project, such Hazardous Materials and any material that was contaminated by the release,
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and remedy and mitigate all threats to human health or the environment relating to such release. When
conducting any such measures Tenant shall comply with all environmental laws.
(c) Tenant shall exonerate, indemnify, pay and protect, defend (with counsel reasonably
approved by Landlord) and hold harmless Landlord, and its directors, trustees, beneficiaries, officers,
shareholders, partners, members, managers, employees, agents, and invitees, any mortgagee of the Building and
those of the other tenants of the Building (collectively, the “Related Parties”) from and against any claims
(including, without limitation, third party claims for personal injury or real or personal property damage),
actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages,
penalties, fines, costs, taxes, assessments, liabilities (including sums paid in settlements of claims), interest or
losses, including reasonable attorneys’ fees and expenses (including any such fees and expenses incurred in
enforcing this Lease or collecting any sums due hereunder), consultant fees, and expert fees, together with all
other reasonable costs and expenses of any kind or nature actually incurred (collectively, the “Costs”) that arise
directly or indirectly in connection with the presence, suspected presence, release or suspected release of any
Hazardous Materials in or into the air, soil, ground water, surface water or improvements at, on, about, under or
within the Premises or the Project, or any portion thereof, or elsewhere in connection with the transportation of
Hazardous Materials to or from the Premises or the Project, in any such case by or on behalf of Tenant. This
indemnification shall survive the termination of this Lease and shall be binding upon Tenant and its successors
in interest whenever such threat, claim or cause of action may arise. Tenant expressly waives any defense
concerning laches or the statute of limitations, constructive eviction or rent abatement with respect to such
claims. Tenant's obligations under this Section 5.5 shall survive the termination of this Lease for any reason
whatsoever.
(d) Landlord shall exonerate, indemnify, pay and protect, defend (with counsel reasonably
approved by Tenant) and hold harmless Tenant, and its directors, trustees, beneficiaries, officers, shareholders,
partners, members, managers, employees, agents, and invitees, any mortgagee of the Building and those of the
other tenants of the Building (collectively, the “Related Parties”) from and against any claims (including,
without limitation, third party claims for personal injury or real or personal property damage), actions,
administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties,
fines, costs, taxes, assessments, liabilities (including sums paid in settlements of claims), interest or losses,
including reasonable attorneys’ fees and expenses (including any such fees and expenses incurred in enforcing
this Lease or collecting any sums due hereunder), consultant fees, and expert fees, together with all other
reasonable costs and expenses of any kind or nature actually incurred (collectively, the “Costs”) that arise
directly or indirectly in connection with the presence, suspected presence, release or suspected release of any
Hazardous Materials in or into the air, soil, ground water, surface water or improvements at, on, about, under or
within the Premises or the Project, or any portion thereof, or elsewhere in connection with the transportation of
Hazardous Materials to or from the Premises or the Project, in any such case by or on behalf of Landlord. This
indemnification shall survive the termination of this Lease and shall be binding upon Landlord and its successors
in interest whenever such threat, claim or cause of action may arise. Landlord's obligations under this Section
5.5 shall survive the termination of this Lease for any reason whatsoever.
ARTICLE VI
OPERATING EXPENSES
Section 6.1 Operating Expense Payments. Commencing on the Commencement Date, and
thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant’s Share of the
Operating Expenses incurred in the operation of the Shopping Center for each Lease Year, whether or not such
cost or expense is incurred or performed on the Shopping Center Land. “Operating Expenses” means all costs
and expenses necessary to own, operate and maintain the Shopping Center in sole discretion of the Landlord and
all “Common Areas”, including, without limitation and by example only: all costs and expense of operating the
Common Areas, all personnel costs and all other costs associated with the operation of the Shopping Center,
maintaining, repairing, lighting, signing, roof, cleaning, painting, striping, utilities (including, without limitation,
electric, gas, water, and sewer), insurance (including, without limitation, Landlord’s insurance costs for fire and
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casualty, loss of rents, and liability insurance of the Shopping Center), costs otherwise payable by Landlord
pursuant to any Permitted Exceptions, repairs, replacement costs (due to ordinary or extraordinary wear and tear
or catastrophe), real estate taxes, trash removal, snow/ice removal and hurricane debris removal (including
removal from parking areas, abutting roadways and walkways), landscaping and lawn maintenance, painting,
sign installation and maintenance, repair and replacement of utility systems, depreciation of machinery and
equipment used in such repair and replacement, cost of all personnel to implement such services. Costs and
expenses of replacement of paving, curbs, walkways, landscaping, drainage, pipes, ducts, conduits, and similar
items and lighting facilities; cost of water; services, if any, furnished by Landlord for nonexclusive use of all
tenants; parcel pickup and delivery services; property management fees; security services as Landlord may
provide; and administrative costs equal to fifteen percent (15%) of the total cost of operating and maintaining
the Common Areas as is described above in this Section 6.1 of the lease. The foregoing list of items is provided
for illustrative purposes only and shall not be deemed a full, complete or exhaustive list of all possible Operating
Expenses.
Section 6.2. Signage.
At Tenant’s sole cost and expense, Tenant shall have the right to place a sign on the Building in
compliance with the terms of Exhibit D attached hereto. Tenant shall have the right to place a sign that complies
with the terms of Exhibit D on the “Retail” monument at Landlord’s sole discretion, pending availability.
ARTICLE VII
REPAIRS AND MAINTENANCE BY TENANT
Section 7.1. Repairs and Maintenance by Tenant.
(a) Except to the extent of the work to be performed pursuant to Sections 4.1 and 4.3 above, by
entry hereunder Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver
the Premises. Tenant shall, at Tenant's sole cost and expense, at all times during the term hereof keep, and at
the end of the term of this Lease surrender to Landlord, the Premises and every part thereof and all alterations,
additions and improvements thereto in good condition and repair, except for normal wear and tear and damage
(which damage shall not have been caused by the negligence or intentional act of Tenant or its agents, employees,
contractors, invitees, licensees, tenants or assigns) thereto by fire, earthquake, act of God or the elements. To
the fullest extent permitted by law, Tenant hereby waives all rights to make repairs at the expense of Landlord
or in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in
effect. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint
the Premises or any part thereof, except as specifically and expressly herein set forth. No representations
respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as
specifically and expressly herein set forth.
(b) Tenant agrees that Tenant’s use of electrical current will at no time exceed the capacity of the
electric distribution system and that Tenant will not make any alteration or addition to Tenant’s electrical system
without Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
(c) If Tenant fails, refuses or neglects to properly maintain the Premises, or to commence or to
complete repairs promptly and adequately, or if Landlord finds it necessary to make any repairs or replacements
otherwise required to be made by Tenant, then Landlord may, after reasonable advance notice to Tenant, in
addition to all other remedies, but without obligation to do so, enter the Premises and proceed to have such
maintenance, repairs or replacements made, and Tenant shall pay to Landlord, on demand, the cost and expenses
therefor plus a charge of five percent (5%) of such costs and expenses to compensate Landlord for its
administrative and overhead costs.
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(d) Subject to Landlord’s requirement to provide the HVAC system in good, working condition,
Tenant shall throughout the term of the Lease and at Tenant’s sole cost and expense maintain a quarterly HVAC
maintenance agreement with a reputable HVAC contractor with specific treatments designed to preserve and
sustain the longevity of HVAC units near the Ocean. Upon request from the Landlord Tenant shall provide the
latest HVAC maintenance report along with documentation evidencing this agreement, or another agreement
satisfactory to Landlord has been in full force and effect for the entirety of the term of the lease.
ARTICLE VIII
[INTENTIONALLY DELETED]
ARTICLE IX
INSURANCE, INDEMNITY AND LIABILITY
Section 9.1. Landlord’s Insurance Obligations. Landlord agrees to obtain and maintain
during the Term hereof, to the extent that the same is available, fire and extended coverage insurance, in amounts
and coverages and with such special endorsements as Landlord shall determine from time to time, insuring the
Building in which the Premises is located and the improvements to the Premises provided by Landlord pursuant
to this Lease (exclusive of Tenant’s trade fixtures, furnishings, equipment, plate glass, signs and personal
property). Landlord shall have the right to carry its insurance under “blanket policies” covering the Building
and other properties.
Section 9.2. Tenant’s Insurance Obligations.
(a) Tenant, at Tenant’s sole cost and expense, shall obtain and maintain in effect, commencing
with the delivery of possession date and continuing throughout the Term, insurance policies providing for the
following coverage: (i) standard “special form” property insurance against fire, theft, vandalism, malicious
mischief, sprinkler leakage and such additional perils as now are or hereafter may be included in a standard
extended coverage endorsement from time to time in general use in the State, insuring Tenant’s merchandise,
trade fixtures, furnishings, equipment and all items of personal property of Tenant located in, on or about the
Premises, and the amount of such insurance will be set forth in an “agreed value endorsement” to the policy of
such insurance, not less than one hundred percent (100%) of the full replacement value thereof without deduction
for depreciation, and with a deductible amount of not more than Twenty Thousand Dollars ($20,000.00); (ii) a
commercial general liability policy, naming Landlord and any mortgagee of the Building as additional insureds,
protecting against any and all claims for injury to persons or property occurring in the Premises and protecting
against assumed or contractual liability under this Lease with respect to the Premises and the operations of
Tenant and any subtenant of Tenant in, on or about the Premises, with such policy to be in the minimum amount
of One Million Dollars ($1,000,000.00) per occurrence, and with an aggregate limit of at least Two Million
Dollars ($2,000,000.00)) (provided that such aggregate limit may be satisfied by a combination of primary and
excess/umbrella coverage); (iii) workers’ compensation coverage as required by law, with employer’s liability
limits in the minimum amount of Five Hundred Thousand Dollars ($500,000.00); (iv) and with respect to
alterations, improvements and the like required or permitted to be made by Tenant hereunder, contingent liability
and builder’s risk insurance in amounts satisfactory to Landlord.
(b) All insurance policies herein to be procured by Tenant and/or its contractors shall: (i) be issued
by insurance companies, reasonably satisfactory to Landlord and authorized to do business in the State; (ii) be
written as primary policy coverage and non-contributing with respect to any coverage which Landlord may carry;
(iii) insure and name Landlord, Landlord’s advisors, Landlord’s managing agent and any parties in interest
designated by Landlord as additional insureds or loss payees, as applicable, as their respective interests may
appear (except with respect to workers’ compensation insurance); (iv) be primary and non-contributory and (v)
contain, in the case of Tenant’s property insurance coverage, an express waiver of any right of subrogation by
the insurance company against Landlord, Landlord’s managing agent and their respective agents, employees and
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representatives which arises or might arise by reason of any payment under such policy or by reason of any act
or omission of Landlord, its agents, employees or representatives. The minimum limits of Tenant’s commercial
general liability policy of insurance shall be subject to increase at any time, and from time to time, if Landlord
reasonably deems it necessary for adequate protection and if the minimum limits are less than those customarily
required for buildings of similar class and size in the Jacksonville area. Within thirty (30) days after demand
therefor by Landlord, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand.
Neither the issuance of any insurance policy required hereunder nor the minimum limits specified herein with
respect to Tenant’s insurance coverage shall be deemed to limit or restrict in any way Tenant’s liability arising
under or out of this Lease. With respect to each and every one of the insurance policies herein required to be
procured by Tenant, on or before the Commencement Date (or, if earlier, the date on which possession of the
Premises is delivered to Tenant), and at least thirty (30) days before any such insurance policy shall expire,
Tenant shall deliver to Landlord a certificate of the insurer certifying that such policy has been issued, providing
the coverage required by this Lease and containing the provisions specified herein, together with evidence of
payment of all applicable premiums. Each and every insurance policy required to be carried hereunder by or on
behalf of Tenant shall provide (and any certificate evidencing the existence of each such insurance policy shall
certify) that, unless Landlord shall first have been given such prior written notice thereof, the insurer will not
cancel, materially change or fail to renew the coverage provided by such insurance policy as is required under
the applicable policy. The term “insurance policy” as used herein shall be deemed to include any extensions or
renewals of such insurance policy. In the event that Tenant shall fail to promptly furnish any insurance coverage
hereunder required to be procured by Tenant, Landlord, at its sole option, shall have the right after ten (10) days’
prior written notice to Tenant to obtain the same and pay the premium therefor for a period not exceeding one
(1) year in each instance, and the premium so paid by Landlord shall be immediately due and payable by Tenant
to Landlord as Additional Rent.
(c) Tenant shall not do or permit to be done any act or thing upon the Premises that will invalidate
or be in conflict with any fire insurance policies covering the Building or any part thereof, including any retail
stores located there, or fixtures and property therein, or any other insurance policies or coverage referred to
above in this Article IX; and Tenant shall promptly comply with all rules, orders, regulations or requirements
relating to such insurance policies, and shall not do anything, or prevent anything to be done, in, on or about the
Premises, or bring or keep anything therein, which shall increase the rate of fire insurance on the Building in
which the Premises is located or on any property, including the common areas, located therein, or increase the
rate or rates of any other insurance referred to hereinabove. If any act or omission of Tenant, its agents,
employees or contractors shall result in any increase in the premium rates applicable to any such insurance
policies carried by Landlord, or other increased costs to Landlord in connection therewith, then Tenant shall
reimburse Landlord on demand as Additional Rent for the amount of any such increased rates or costs. In
particular, if Tenant uses the Premises for the preparation of food, Tenant shall reimburse Landlord on demand
for any part of the premium for insurance coverage under Section 9.1 above required to be paid on account of
such use of the Premises.
Section 9.3. Waiver of Subrogation. LANDLORD AND TENANT HEREBY WAIVE AND
RELEASE ANY CLAIM THAT EITHER OF THEM MAY HEREAFTER HAVE AGAINST THE OTHER
ON ACCOUNT OF ANY DAMAGE TO THE PROPERTY OF THE WAIVING PARTY, EVEN IF SUCH
DAMAGE SHALL BE DUE TO THE NEGLIGENT ACT OR OMISSION OF THE OTHER PARTY, TO THE
EXTENT THAT SUCH DAMAGE IS COVERED BY INSURANCE (OR WOULD HAVE BEEN COVERED
IF THE INSURANCE REQUIRED HEREUNDER HAD BEEN OBTAINED BY THE PARTY WHO
SUFFERED THE DAMAGE). LANDLORD AND TENANT SHALL EACH CAUSE THEIR RESPECTIVE
PROPERTY INSURANCE POLICIES TO CONTAIN EITHER A WAIVER OF ANY RIGHT OF
SUBROGATION THE INSURER OF ONE PARTY HERETO MAY ACQUIRE AGAINST THE OTHER
PARTY HERETO BY VIRTUE OF PAYMENT OF ANY LOSS UNDER ANY SUCH INSURANCE OR AN
ACKNOWLEDGMENT BY THE INSURER THAT THE FOREGOING WAIVER OF CLAIMS DOES NOT
IMPAIR OR INVALIDATE SUCH POLICY OF INSURANCE.
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Section 9.4. Covenant to Hold Harmless. TENANT HEREBY INDEMNIFIES AND AGREES
TO SAVE HARMLESS LANDLORD, ITS OFFICERS, DIRECTORS, PARTNERS, MEMBERS,
MANAGERS, EMPLOYEES AND AGENTS AND ANY MORTGAGEE OR MASTER LESSOR OF THE
BUILDING, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES,
COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT (A) ARISE FROM
OR ARE IN CONNECTION WITH THE POSSESSION, USE, OCCUPANCY, MANAGEMENT, REPAIR,
MAINTENANCE OR CONTROL OF THE PREMISES, OR ANY PORTION THEREOF, OR (B) ARISE
FROM OR ARE IN CONNECTION WITH ANY NEGLIGENCE OR WILLFUL MISCONDUCT OF
TENANT OR TENANT’S AGENTS, EMPLOYEES, CONTRACTORS, LICENSEES OR INVITEES, OR (C)
RESULT FROM ANY DEFAULT, BREACH, VIOLATION OR NONPERFORMANCE OF THIS LEASE OR
ANY PROVISION HEREOF BY TENANT, OR (D) RESULT FROM INJURY TO PERSON OR PROPERTY
OR LOSS OF LIFE SUSTAINED IN THE PREMISES. TENANT SHALL, AT ITS OWN COST AND
EXPENSE, DEFEND ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS WHICH MAY BE
BROUGHT AGAINST LANDLORD OR ANY MORTGAGEE OR MASTER LESSOR OF THE BUILDING
WITH RESPECT TO THE FOREGOING. TENANT SHALL PAY, SATISFY AND DISCHARGE ANY AND
ALL JUDGMENTS, ORDERS AND DECREES WHICH MAY BE RECEIVED AGAINST LANDLORD OR
ANY SUCH MORTGAGEE OR MASTER LESSOR IN CONNECTION WITH THE FOREGOING. IN THE
EVENT LANDLORD OR ANY OTHER PARTY SO INDEMNIFIED SHALL, WITHOUT FAULT, BE
MADE A PARTY TO ANY LITIGATION COMMENCED BY OR AGAINST TENANT, OR IF LANDLORD
OR ANY SUCH PARTY SHALL, IN ITS SOLE DISCRETION, INTERVENE IN SUCH LITIGATION TO
PROTECT ITS INTEREST HEREUNDER, THEN TENANT SHALL PROTECT AND HOLD THEM
HARMLESS AND SHALL PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES
INCURRED OR PAID BY SUCH PARTY(IES) IN CONNECTION WITH SUCH LITIGATION.
Section 9.5. Consequential Damages. NEITHER LANDLORD NOR TENANT SHALL BE
LIABLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, OR LOST PROFITS, FOR ANY BREACH OF THE TERMS HEREIN.
ARTICLE X
DESTRUCTION OF PREMISES
Section 10.1. Casualty.
(a) If the Premises is damaged or destroyed by fire or other casualty and Landlord does not elect
to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole
cost and expense to rebuild and repair the Premises. If (i) more than fifty percent (50%) of the square footage
of the Premises shall be damaged by any fire or other casualty during the last two (2) years of the Term of this
Lease (not including any option or renewal periods) or during the last two (2) years of any renewal or extension
of the Term hereof, or (ii) Landlord is unable to rebuild any portion of the Building due to any inability to obtain
any required governmental approval in connection therewith, or (iii) more than fifty percent (50%) of the floor
area of the Building shall be damaged or destroyed by fire or other casualty, or (iv) if all or any part of the
Building or the Premises shall be damaged or destroyed at any time by the occurrence of any risk not insured
under the insurance required to be carried under Article IX above, or (v) for any reason whatsoever sufficient
insurance proceeds are not available (including, without limitation, by the exercise of the right of any mortgagee
of the Building to apply insurance proceeds to any obligations of Landlord to such mortgagee), then Landlord
shall have the option to terminate this Lease by giving written notice to Tenant. Landlord shall give written
notice to Tenant of such election within ninety (90) days after the occurrence of such casualty and if it elects to
rebuild and repair shall proceed to do so with reasonable diligence and at its sole cost and expense. Tenant hereby
waives any and all rights that it may have to terminate this Lease by reason of damage to the Premises by fire or
other casualty pursuant to any presently existing or hereafter enacted statute or pursuant to any other law. Tenant
may elect to terminate this Lease by notice to Landlord if substantial completion of restoration of the Premises
or of the access thereto does not occur within two hundred seventy (270) days after the date of such damage or
destruction, or if Landlord gives Tenant notice that Landlord has determined that substantial completion of
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restoration of the Premises or of the access thereto shall take longer than two hundred seventy (270) days after
the date of such damage or destruction; provided, however, that in such event such two hundred seventy (270)
day period shall be automatically extended (x) for so long as Landlord is diligently pursuing the settlement of
any insurance claims for such casualty and the performance of the applicable restoration work, and (y) by any
period of Force Majeure.
(b) Landlord’s obligation to rebuild and repair under this Article X shall in any event be limited to
restoring the Premises to substantially the same condition in which the same existed prior to the casualty. In no
event shall Landlord be required to repair or replace Tenant’s merchandise, trade fixtures, furnishings or
equipment. Tenant agrees that promptly after completion of such work by Landlord Tenant shall proceed with
reasonable diligence and at Tenant’s sole cost and expense to restore, repair and replace all alterations, additions,
improvements, fixtures, signs and equipment installed by Tenant to substantially the same condition in which
the same existed prior to the casualty.
(c) Tenant agrees that during any period of reconstruction or repair of the Premises it shall continue
the operation of its business within the Premises to the extent practicable. During the period from the occurrence
of the casualty until Landlord’s repairs are completed, the Minimum Rent shall be reduced to such extent as may
be fair and reasonable under the circumstances; however, there shall be no abatement of the Additional Rent,
and other charges provided for herein nor shall there be any abatement of Rent in the event the underlying
damage was caused by Tenant, or its contractors, subcontractors, employees, agents or invitees.
ARTICLE XI
CONDEMNATION
Section 11.1. Eminent Domain. If twenty percent (20%) or more of the floor area of the Premises
shall be taken or condemned by any governmental authority (including, for purposes of this Article, any purchase
by such governmental authority in lieu of a taking), or if access to or parking for the Premises is materially
adversely affected, either party may elect to terminate this Lease by giving notice to the other party not more
than sixty (60) days after the date on which such title shall vest in the authority. If the parking area is reduced
below the minimum parking requirements imposed by the applicable authorities, rendering the use of the
Premises in violation of law, Landlord may elect to terminate this Lease by giving Tenant notice within one
hundred twenty (120) days after such taking. In the case of any taking or condemnation, whether or not the Term
shall cease and terminate, the entire award shall be the property of Landlord; provided, however, Tenant shall
be entitled to any award as may be made for trade fixtures and other equipment which under the terms of this
Lease would not have become the property of Landlord; further provided, that any such award to Tenant shall
not be in diminution of any award otherwise to be made to Landlord in the absence of such award to Tenant.
Section 11.2. Rent Apportionment. In the event of any taking or condemnation, the then current
Minimum Rent and the Rentable Area of the Premises shall be apportioned as of the date when possession of
the Premises is required to be delivered to the condemning authority or termination of this Lease and Tenant
shall be entitled to a pro rata reduction in the Minimum Rent payable based on the proportion which the Rentable
Area taken from the Premises bears to the entire Rentable Area of the Premises immediately prior to such taking.
ARTICLE XII
ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE
Section 12.1. No Assignment, Subletting or Encumbering of Lease.
(a) Notwithstanding any references to assignees, subtenants, concessionaires or other similar
entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber this
Lease or any of its rights hereunder, or (ii) sublet the Premises, or (iii) permit the use of the Premises or any part
thereof by any persons other than Tenant or its agents without Landlord’s prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed. Any such attempted or purported transfer,
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assignment, mortgaging or encumbering of this Lease or any of Tenant’s interest hereunder, and any attempted
or purported subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the
foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void
and shall not confer any rights upon any purported transferee, assignee, mortgagee or occupant. Nothing
contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit,
subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article
XII.
(b) Notwithstanding the provisions of Sections 12.1(a), Tenant shall have the right to assign this
Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls
or is controlled by Tenant or Tenant’s parent corporation or which is under common control with Tenant,
provided that such transfer or transaction is for a legitimate regular business purpose of Tenant other than a
transfer of Tenant’s interest in this Lease, or (ii) which purchases all or substantially all of the assets of Tenant,
or (iii) which purchases all or substantially all of the stock of (or other ownership or membership interests in)
Tenant or (iv) which merges or combines with Tenant, provided that in any of the foregoing events, the entity to
which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g., net assets on a pro
forma basis using generally accepted accounting principles consistently applied and using the most recent
financial statements) and cash flow which are reasonably adequate to satisfy the obligations under the Lease
through the end of the term hereof (the foregoing transferees referred to, individually or collectively, as a
“Permitted Transferee”). Except in cases of statutory merger, in which case the surviving entity in the merger
shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a
joint and several basis with the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which
this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or
subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent.
(c) Without conferring any rights upon Tenant not otherwise provided in this Article XII, should
Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant’s rights hereunder, Tenant
shall request in writing Landlord’s consent to the assignment, sublease or transfer at least thirty (30) days before
the proposed effective date of the assignment, sublease or transfer, providing the following: (i) the full particulars
of the proposed assignment, sublease or transfer of this Lease or Tenant’s rights hereunder, including its nature,
effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment
or intent and other documents pertaining to the proposed transfer; (ii) a description of the identity, net worth of
the proposed transferee, including (without limitation) copies of the proposed transferee’s latest income, balance
sheet and changes in financial position statements (with accompanying notes and disclosures of all material
changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any
further information relevant to the proposed transfer which Landlord shall request after receipt of Tenant’s
request for consent. Tenant shall, concurrently with any request for Landlord’s consent, pay to Landlord a fee
in the sum of Five Hundred Dollars ($500.00) for Landlord’s review and processing of such request, and
Landlord shall not be obligated to review such request prior to Landlord’s receipt of such fee. Landlord, after
receiving such request, shall have a thirty (30) day period in which to provide written notice to Tenant informing
Tenant that Landlord approves the transfer (with or without conditions), disapproves the transfer or will elect to
recapture the Premises as provided for in Section 12.4 below. The consent by Landlord to any proposed
assignment or sublease shall not release Tenant from any covenant or obligation under this Lease, nor be deemed
a waiver or release of the non-assignability covenants in their future application, nor shall the collection or
acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of or a release
of Tenant from any covenant or obligation contained in this Lease.
(d) Without conferring any rights upon Tenant not otherwise provided in this Article XII, in the
event of an assignment or transfer of Tenant’s interest in this Lease, or a sublease of all or a portion of the
Premises, to a third party, in the event that any monthly rent or other payment accruing to Tenant as the result
of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner
relating to such assignment, transfer or sublease, is in excess of the rent then payable by Tenant under this Lease,
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then one-half of such excess shall be paid by Tenant to Landlord monthly as Additional Rent. Landlord may
require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature.
(e) All reasonable costs and expenses, including attorneys’ fees (which shall include the cost of
any time expended by Landlord’s attorneys (including in-house counsel)) incurred by Landlord in connection
with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable
to Landlord as Additional Rent.
Section 12.2. Assignment or Sublet. If this Lease is transferred or assigned, as aforesaid, or if the
Premises or any part thereof shall be sublet or occupied by any person or entity other than Tenant, whether as a
result of any act or omission by Tenant, or operation of law, or otherwise, then Landlord, whether before or after
default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies
under this Lease or pursuant to law to which Landlord may be entitled as a result thereof, collect rent from the
transferee, assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but
no such transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of the covenants
contained herein, or the acceptance of the transferee, assignee, subtenant or occupant as the tenant hereunder, or
a release of Tenant from the further performance by Tenant of covenants on the part of Tenant set forth in this
Lease. Unless and until Landlord exercises its right pursuant to the immediately-preceding sentence, Tenant shall
be entitled to collect rentals payable under approved subleases.
Section 12.3. Transfer of Landlord’s Interest. In the event of any transfer of Landlord’s interest
in the Premises, including a sale or lease, the transferor shall be automatically relieved of any and all obligations
on the part of Landlord accruing from and after the date of such transfer, provided that (a) the interest of the
transferor, as Landlord, in any funds then in the hands of Landlord in which Tenant has an interest shall be turned
over, subject to such interest, to the transferee; and (b) notice of such sale, transfer or lease shall be delivered to
Tenant as required by law.
Section 12.4. Recapture of Premises. In the event Tenant proposes to assign its interest in this Lease
or sublet more than fifty percent (50%) of the Premises, it shall first give notice thereof (the
“Assignment/Subletting Notice”) to Landlord together with all other information requested by Landlord with
respect to the subject assignment or subletting. Within twenty-one (21) days after Landlord’s receipt of an
Assignment/Subletting Notice and such required and/or requested information from Tenant, and provided that
the subject assignment or sublease is not one permitted without the prior consent of Landlord, Landlord may
elect by notice (the “Recapture Termination Notice”) in writing to Tenant to terminate this Lease and recapture
the Premises, in which event this Lease shall automatically terminate on the ninetieth (90th) day (the
“Termination Date”) following Tenant’s receipt of the Termination Notice with the same force and effect as if
said Termination Date had been designated as the expiration date of this Lease, and Landlord and Tenant shall
upon such Termination Date be released from any and all liabilities thereafter accruing hereunder. All Minimum
Rent and Additional Rent payable by Tenant hereunder shall be apportioned as of the Termination Date and
Tenant shall promptly pay to Landlord any amounts so determined to be due and owing by Tenant to Landlord,
and conversely Landlord shall promptly reimburse Tenant for any amounts prepaid by Tenant for periods
subsequent to the Termination Date. Notwithstanding any Termination Notice given to Tenant by Landlord
within the aforesaid twenty-one (21) day period, Tenant shall have the right within ten (10) days after its receipt
of the Termination Notice to give Landlord notice (the “Rescission Notice”) of its rescission of the
Assignment/Subletting Notice, and upon Landlord’s receipt of the Rescission Notice the Termination Notice
previously given by Landlord shall be deemed null and void; in such event, Tenant shall not assign this Lease or
sublet the Premises as proposed in its Assignment/Subletting Notice. The above recapture rights shall not apply
to an assignment or sublet permitted under Section 12.1(b) above.
Section 12.5. Continuing Liability. No assignment, subletting or other transfer or encumbrance of
Tenant’s interest under this Lease shall reduce, diminish or otherwise affect the liability of Tenant hereunder.
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ARTICLE XIII
SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE
Section 13.1. Subordination. Tenant agrees that this Lease shall be subordinate to any mortgages
that are now, or may hereafter be, placed upon the Building or any portion thereof and to any and all advances
to be made thereunder, and to interest thereon, and all amendments, modifications, renewals, replacements and
extensions thereof, provided that the mortgagees or beneficiaries named in said mortgages or trust deeds shall
agree to recognize the interest of Tenant under this Lease in the event of foreclosure, if Tenant is not then in
default. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien
to its mortgage, and in the event of such election and upon notification by such mortgagee or beneficiary to
Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage, whether this Lease is dated prior
to or subsequent to the date of said mortgage. Tenant further agrees that this Lease shall be subordinate to any
ground leases or underlying leases (including, without limitation, any lease entered into in connection with any
public financing) that are now, or may hereafter be, placed upon the Building or any portion thereof and all
amendments, modifications, renewals, replacements and extensions thereof. Tenant also agrees that any ground
lessor or underlying lessor may elect to have this Lease constitute a prior lien to its ground lease or underlying
lease, and in the event of such election and upon notification by such ground lessor or underlying lessor to Tenant
to that effect, this Lease shall be deemed prior in lien to such ground lease or underlying lease, whether this
Lease is dated prior to or subsequent to the date of said ground lease or underlying lease. Tenant’s
acknowledgment and agreement of subordination provided for in this Section 13.1 is self-operative, and no
further instrument of subordination shall be required; however, Tenant agrees that within ten (10) days of the
request of Landlord, from time to time, Tenant shall execute a written Subordination, Non-Disturbance and
Attornment Agreement (the “SNDA”), in reasonable form, or whatever other reasonable instruments may be
required to carry out the intent of this Section. Tenant agrees to simultaneously give to any mortgagee of the
Building by registered or certified mail, a copy of any notice of default served upon Landlord provided that
Tenant has been notified in writing of the names and addresses of such mortgagee(s) (the execution and delivery
of the SNDA shall constitute such notice to Tenant) and such parties shall have the same cure rights as Landlord
has under this Lease and any additional cure rights provided in the SNDA. Any reference in this Article XIII to
a “mortgage” or “mortgagee” shall also be deemed to mean a deed to secure debt and the holder thereof,
respectively. Notwithstanding anything to the contrary contained in this section, (i) Landlord agrees to use
commercially reasonable efforts to obtain a SNDA in form reasonably acceptable to Tenant from the holder of
any existing or future mortgage on the Building, and (ii) with respect to the holder of any future mortgage on the
Building, the subordination provisions set forth herein shall not be effective until Tenant receives an SNDA from
such future mortgagee.
Section 13.2. Attornment. In the event any proceedings are brought for the foreclosure of, or in the
event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under,
any mortgage or other security instrument made by Landlord affecting the Building or any portion thereof, or in
the event that Landlord sells, conveys or otherwise transfers its interest in the Building or any portion thereof,
or in the event a ground lease or underlying lease affecting the Premises is terminated, this Lease shall remain
in full force and effect and at the option of the new owner (or lessor, as applicable), Tenant shall attorn to, and
hereby covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner (or
lessor, as applicable) upon the request of new owner (or lessor, as applicable) whereby Tenant attorns to such
successor-in-interest and recognizes such successor-in-interest as the Landlord under this Lease. Payment by or
performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises
by, through or under Tenant without Landlord’s (or such new owner’s, as applicable) consent in writing shall
not constitute an attornment or create any interest in this Lease or the Premises. If any mortgage is foreclosed,
or Landlord’s interest under this Lease is conveyed or transferred in lieu of foreclosure: neither the mortgagee
nor any person or entity acquiring title to the Building as a result of foreclosure or trustee’s sale, nor any
successor or assign of either of the foregoing, shall be (i) liable for or obligated to cure any default by Landlord
or liable for any act or omission of Landlord (except those of a continuing nature), (ii) bound by or liable for any
payment of Rent which may have been made more than thirty (30) days before the due date of such installment,
(iii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under
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this Lease arising from any default by Landlord (except for those abatement rights, if any, expressly set forth in
this Lease), (iv) bound by any amendment or modification to this Lease made without the consent of such
mortgagee or (v) bound by any warranty or representation of Landlord relating to work performed by Landlord
under this Lease.
Section 13.3. Estoppel Certificate. Tenant shall, without charge therefor, within ten (10) business
days after request by Landlord or any mortgagee of the Building, execute and deliver to Landlord, a written
estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or any purchaser of the Building
or any other person designated by Landlord, as of the date of such estoppel certificate: (a) that Tenant is in
possession of the Premises and has unconditionally accepted the same; (b) that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in full force and effect as modified and
setting forth such modifications); (c) whether or not there are then existing any set-offs or defenses against the
enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so,
specifying the same in detail); (d) that rent is paid currently without any offset or defense thereto; (e) the dates,
if any, to which any rent has been paid in advance; (f) whether or not there is then existing any claim of
Landlord’s default under this Lease and, if so, specifying the same in detail; (g) that Tenant has no knowledge
of any event having occurred that authorized the termination of this Lease by Tenant (or if Tenant has such
knowledge, specifying the same in detail); and (h) any other matters relating to the status of this Lease that
Landlord or its mortgagee may request be confirmed, provided that such facts are accurate and ascertainable. In
the event Tenant refuses to sign an estoppel without a reasonable documented reason that Landlord refuses to
cure, this will be treated as an event of default and the lease will be immediately terminated hereunder within 30
days from initial requested notice for Estoppel from the Landlord.
ARTICLE XIV
[RESERVED]
ARTICLE XV
DEFAULT AND REMEDIES
Section 15.1. Elements of Default. If any one or more of the following events occur, said event or
events shall constitute a “default”:
(a) the failure of Tenant to take possession of the Premises within a reasonable time after the
delivery of possession date or if Tenant vacates or abandons the Premises;
(b) the failure of Tenant to pay any Rent or other charges required to be paid by Tenant when same
shall become due and payable hereunder and such failure shall continue for five (5) days after Tenant’s receipt
of written notice thereof (provided however, that such notice shall be required to be given, and such cure right
shall only be available, to Tenant twice in any twelve (12) month period);
(c) the failure of Tenant to perform or observe any term or condition of this Lease (other than as
set forth in subparagraphs (a), (b), (d) and (e) of this Section 15.1), if such failure shall continue for thirty (30)
days after written notice or, if such failure cannot reasonably be cured within thirty (30) days Tenant fails to
commence such cure within such thirty (30) day period and thereafter diligently pursue such cure to completion;
(d) if any writ of execution, levy, attachment or other legal process of law shall occur with respect
to Tenant’s assets, merchandise or fixtures or Tenant’s estate or interest in the Premises; or
(e) if Tenant shall be liquidated or dissolved or shall begin proceedings toward such liquidation or
dissolution, or shall in any manner permit the divestiture of all or any substantial part of Tenant’s assets.
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Section 15.2. Landlord’s Remedies. In the event of any such default or breach by Tenant, at any
time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or
remedy which Landlord may have by reason of such default or breach:
(a) Landlord, in addition to other rights or remedies it may have, shall have the right, by written
notice to Tenant, to declare this Lease terminated and the Term ended, in which event this Lease and the Term
shall terminate with the same force and effect as though the date set forth in the notice of termination was the
date originally set forth herein and fixed for the expiration of the then-current Term, and Tenant shall
immediately vacate and surrender the Premises in accordance with Section 18.1, but shall remain liable for all
obligations arising during the balance of the then-current Term as if this Lease had remained in full force and
effect. In the case where Landlord has terminated the Lease, Landlord shall use reasonable efforts to re-lease the
Premises to mitigate the damages to Landlord. If Tenant fails to vacate the Premises, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take
possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises
or any part thereof, without being liable for prosecution or any claim or damage therefor; and Landlord may
recover from Tenant the following:
(i) The worth at the time of award of any unpaid rent which has been earned at the time
of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus
(iii) The worth at the time of award of the amount by which the unpaid rent for the balance
of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course
of things would be likely to result therefrom, specifically including but not limited to, brokerage
commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion
thereof for a new tenant, whether for the same or a different use, and any special concessions made to
obtain a new tenant; and
(v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time by applicable law. The term “rent” as used in this Subsection
15.2(a) shall be deemed to be and to mean all sums of every nature required to be paid by Tenant
pursuant to the terms of this Lease, whether to Landlord or to others. As used in Subsections 15.2(a)(i)
and (ii) above, the “worth at the time of award” shall be computed by allowing interest at the rate
specified in Section 21.12 hereof, but in no case greater than the maximum amount of such interest
permitted by law. As used in Subsection 15.2(a)(iii) above, the “worth at the time of award” shall be
computed by discounting such amount at the discount rate of the Federal Reserve Bank of Atlanta at the
time of award plus one percent (1%).
(b) Landlord shall have the right to bring a summary proceeding to recover possession from Tenant
and/or Landlord may, upon three (3) days’ notice to Tenant, re-enter the Premises and dispossess, by summary
proceedings or otherwise, Tenant and the legal representatives of Tenant or other occupant(s) of the Premises
and remove their effects, and Tenant shall have no further claim or right hereunder. To the extent permitted by
law, Tenant waives notice of re-entry or institution of legal proceedings to that end and any right of redemption,
re-entry or repossession. No re-entry or commencement of any action for re-entry shall be construed as an
election to terminate this Lease, nor shall it absolve or release Tenant from any of its obligations for the
remainder of the Term. In the event of re-entry, Landlord may remove all persons and property from the
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Premises, and such property may be removed and stored in a public warehouse or elsewhere at the expense and
risk of Tenant, without notice or resort to legal process and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby.
(c) Upon any reletting, all rentals and other sums received by Landlord from such reletting shall
be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord;
second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and
attorneys’ fees and the costs of any alterations and repairs; third, to the payment of rent and other charges due
and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent
as the same may become due and payable hereunder. If such rentals and other sums received from such reletting
during any month shall be less than the amount payable to Landlord by Tenant hereunder for the subject month,
Tenant shall reimburse Landlord for all costs and expenses of such reletting within thirty (30) days after
Landlord’s written request; if such rentals and other sums shall be more, Tenant shall have no right to, and shall
receive no credit for, the excess.
(d) Any damage or loss of rent sustained by Landlord may be recovered by Landlord, at Landlord’s
option, at the time of the reletting or termination, in a single action or in separate actions from time to time as
said loss of rents or damages shall accrue, or in a single proceeding deferred by Landlord or with jurisdiction
reserved by the court until the expiration of the Term (in which event Tenant hereby agrees that, at Landlord’s
option, the cause of action shall not be deemed to have accrued until the date of expiration of the Term). In case
suit shall be brought for recovery of the Premises, or for the recovery of rent or any other amount due under the
provisions of this Lease, Tenant shall pay to Landlord all expenses incurred therefor, including reasonable
attorneys’ fees.
(e) Nothing contained herein shall prevent the enforcement of any claim Landlord may have
against Tenant for anticipatory breach of the unexpired Term. In the event of an anticipatory breach by Tenant
of any of the covenants or provisions hereof or in the event of Tenant’s default, Landlord shall have the right of
injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings
and other remedies were not provided for herein. Mention in this Lease of any particular remedy shall not
preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives for itself and all
persons claiming by or through Tenant, any and all rights to redeem, reinstate, restore, or obtain relief from
forfeiture of this Lease granted by or under any present or future law in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises by reason of the
violation by Tenant of any of the covenants and conditions of this Lease.
Section 15.3. Bankruptcy.
(a) Neither Tenant’s interest in this Lease, any guarantor of this Lease, any estate hereby created
in Tenant nor any interest herein or therein, shall pass to any trustee or receiver or assignee for the benefit of
creditors or otherwise by operation of law, except as may specifically be provided pursuant to the Bankruptcy
Code (11 USC §101 et. seq.), as the same may be amended from time to time.
(b) It is understood and agreed that this Lease is a lease of real property in an Building as such
lease is described in Section 365 of the Bankruptcy Code, as the same may be amended from time to time. Upon
the filing of a petition by or against Tenant or any guarantor of this Lease under the Bankruptcy Code, Tenant
or any guarantor of this Lease, as debtor and as debtor-in-possession, and any trustee who may be appointed
with respect to the assets of or estate in bankruptcy of Tenant or any guarantor of this Lease, agree to pay monthly
in advance on the first day of each month, as reasonable compensation for the use and occupancy of the Premises,
an amount equal to all Minimum Rent, Additional Rent and other charges otherwise due pursuant to this Lease.
Included within and in addition to any other conditions or obligations imposed upon Tenant or its successor in
the event of the assumption and/or assignment of this Lease are the following: (1) the cure of any monetary
defaults and reimbursement of pecuniary loss within not more than thirty (30) days of assumption and/or
assignment; (2) the deposit of a sum equal to not less than three (3) months’ Minimum Rent and Additional Rent,
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which sum shall be determined by Landlord, in its sole discretion, to be a necessary deposit to secure the future
performance under this Lease of Tenant or its assignee; (3) the use of the Premises as set forth in Section 5.1 of
this Lease being unchanged; and (4) the prior written consent of any mortgagee to which this Lease has been
assigned as collateral security.
Section 15.4. Additional Remedies and Waivers. The rights and remedies of Landlord set forth
herein shall be in addition to any other right and remedy now or hereafter provided by law or in equity, and all
such rights and remedies shall be cumulative (provided that no duplicate recovery of damages shall result
therefrom). No action or inaction by Landlord shall constitute a waiver of a default or termination, and no waiver
of default or termination shall be effective unless it is in writing signed by Landlord. No waiver by Landlord of
any violation or breach of any of the terms, provisions or covenants herein contained shall be deemed or
construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms,
provisions and covenants herein contained.
Section 15.5. Landlord’s Cure of Default. In addition to Landlord’s right of self-help set forth
elsewhere in this Lease or as provided by law or in equity, if Tenant shall be in default hereunder, Landlord shall
have the option, but not the obligation, upon three (3) days written notice to Tenant (except in the event of any
dangerous condition or emergency, in which event no notice shall be required), to cure the act or failure
constituting said default for the account of and at the expense of Tenant. Landlord’s cure of, or attempt to cure,
any act or failure constituting the default by Tenant shall not result in a waiver or release of Tenant’s obligations
under this Lease. Tenant agrees to pay Landlord Interest, in accordance with Section 21.12 below, on all sums
expended by Landlord pursuant to this Section 15.5 from the date of such expenditure, and Tenant agrees to pay
the costs incurred by Landlord pursuant to this Section 15.5, plus a charge of ten percent (10%) of such costs, to
Landlord upon demand, as Additional Rent.
Section 15.6. Landlord's Default and Tenant's Remedies. Landlord shall be in default if it fails
to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days
after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or
obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days,
such default shall be deemed to have been cured if Landlord substantially and materially commences such
performance within said thirty-day period and thereafter diligently undertakes to complete the same as promptly
as is commercially reasonable. Upon the occurrence of any such default, Tenant may sue for injunctive relief or
to recover damages for any loss directly resulting from the breach, including reasonable attorneys’ fees, but
Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder, except
as expressly provided hereunder. In no event, however, shall Landlord be liable for any consequential or punitive
damages. No waiver by Tenant of any violation or breach of any of the terms, provisions or covenants herein
contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the
same or any other of the terms, provisions and covenants herein contained.
ARTICLE XVI
RIGHT OF ACCESS
Landlord, its agents and employees may, upon twenty-four (24) hours prior notice when possible to
Tenant (except in the event of an emergency, in which event no notice shall be required), enter upon the Premises
for the purpose of: (a) inspecting the same; (b) performing any obligation of Landlord under this Lease; and (c)
showing the Premises to prospective purchasers, lenders or tenants (but only in the last twelve (12) months of
the Term). Landlord reserves the right to erect, use, maintain and repair pipes, conduits, plumbing, vents, ducts
and wires in, to, under and through the Premises to the extent that Landlord deems necessary for the proper
operation and maintenance of the Building. Landlord agrees to hold Tenant harmless from any damage or injury
to person or property to the extent resulting from Landlord exercising its rights under this Article XVI. Landlord
shall use reasonable efforts to avoid material interference with the operation of Tenant’s business within the
Premises. Except in the event of an emergency, Landlord shall not enter the Premises without an employee of
Tenant accompanying Landlord’s representative provided that Tenant makes an employee available following
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Landlord’s notice to Tenant of the necessity therefor. Provided that Landlord shall pursue any repairs and other
obligations as provided above with reasonable diligence, there shall be no abatement in Rent because of any
interruption of Tenant’s operations unless such interruption or suspension shall render the Premises substantially
untenantable for a period in excess of three (3) consecutive business days, subject, in which event Tenant shall
thereafter be entitled to an equitable abatement of Minimum Rent (unless such condition is the result of Force
Majeure) until such time as the Premises are again tenantable. In the event that Landlord and Tenant are unable
to agree as to the amount of any such equitable abatement, the same shall be determined by arbitration.
ARTICLE XVII
DELAYS
If Landlord or Tenant is delayed or prevented from performing any of their respective obligations during
the Term because of strikes, lockouts, labor troubles, acts of God, natural disasters, inability to procure materials,
failure of power, governmental restrictions or reasons of a like nature not the fault of the party delayed in
performing such obligation, then the period of such delays shall be deemed added to the time herein provided
for the performance of any such obligation, and the defaulting party shall not be liable for losses or damages
caused by such delays; provided, however, that this Article shall not apply to the payment of any sums of money
required to be paid by Tenant hereunder or any obligation of Landlord or Tenant that can be satisfied by the
payment of money, unless such shutdown or disaster reasonably closes banking or other similar financial
institutions or affect Tenant’s right to terminate this Lease under Section 4.2 above.
ARTICLE XVIII
END OF TERM
Section 18.1. Return of Premises. Upon the expiration or sooner termination of the Term, Tenant
shall surrender to Landlord the Premises in accordance with the terms of this Lease and in a broom-clean
condition, in good order, condition and repair, ordinary wear and tear excepted, and shall surrender to Landlord
all keys to the Premises. Tenant shall furnish the landlord with a letter from a certified HVAC contractor stating
that either i) all HVAC units are in good working order ii) some or all of the HVAC units are in need of repair
and a detailed proposal for such repair or iii) some or all of the HVAC units are beyond their usable life and a
proposal for replacement. In the event of either ii) or iii) Tenant is responsible for the work as stated by the letter.
Subject to the provisions of Section 4.5 above, Tenant, at its expense, shall promptly remove all personal property
of Tenant, repair all damage to the Premises caused by such removal and restore the Premises to the condition
that existed prior to the installation of the property so removed. Any personal property of Tenant not removed
within seven (7) days following the expiration or earlier termination of this Lease shall be deemed to have been
abandoned by Tenant and shall, at Landlord’s option, become the property of Landlord, and may be retained or
disposed of by Landlord, as Landlord shall desire. Tenant’s obligation to observe or perform the covenants set
forth in this Section shall survive the termination of this Lease.
Section 18.2. Holding Over. If Tenant shall hold possession of the Premises after the expiration or
termination of this Lease, at Landlord’s option (a) Tenant shall be deemed to be occupying the Premises as a
tenant from day to day, at two hundred percent (200%) of the Minimum Rent following the lease expiration, and
other charges in effect during the last Lease Year immediately preceding such holdover and otherwise subject to
all of the terms, covenants and conditions of this Lease; or (b) Landlord may exercise any other remedies it has
under this Lease or at law or in equity including an action for wrongfully holding over. No extension or renewal
of this Lease shall be deemed to have occurred by any holding over.
ARTICLE XIX
COVENANT OF QUIET ENJOYMENT
Landlord covenants that, so long as Tenant pays the rent and all other charges and performs all of its
obligations provided for herein, Tenant shall at all times during the Term peaceably have, hold and enjoy the
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Premises, without any interruption or disturbance from Landlord or anyone lawfully or equitably claiming
through or under Landlord, subject to the terms hereof.
ARTICLE XX
[INTENTIONALLY DELETED]
ARTICLE XXI
MISCELLANEOUS
Section 21.1. Entire Agreement. This Lease contains the entire agreement between the parties
hereto, and there are no promises, agreements, conditions, undertakings, warranties, or representations, oral or
written, express or implied, between them other than as herein set forth. No change or modification of this Lease
or of any of the provisions hereof shall be valid or effective unless the same is in writing and signed by the
parties hereto. No alleged or contended waiver of any of the provisions of this Lease shall be valid or effective
unless in writing signed by the party against whom it is sought to be enforced.
Section 21.2. Notices. All notices, requests, demands or other communications hereunder shall be
in writing and deemed given (i) when delivered personally, or (ii) on the day deposited in the U.S. Mail, by
registered or certified mail, return receipt requested, postage prepaid, (iii) on the day deposited with a recognized
overnight courier service (such as Federal Express), or (iv) via electronic mail, in all events addressed as follows
(or to such other address which a party may from time to time hereafter designate by notice given in accordance
with this Section 21.2):
If to Landlord: NSHORE, LLC
P.O. Box 357742
Gainesville, Florida 32635
Attention: Taraz N. Darabi
with a copy to: Withers Harvey, P.A.
5538 NW 43rd Street, Suite B
Gainesville, Florida 32653
Attention: Richard I. Withers
or to such other addresses as Landlord shall designate by giving written notice thereof to Tenant.
If to Tenant: Valhalla Barbershop, LLC
125 E Berkswell Drive
St. Johns, FL 32259
26
Attn: Dave Simpson
Tel. (904) 887-4995
Email. ddinvestmentsfl@gmail.com
with a copy to: Brandon Stanko PA
301 W Bay St Ste 14132
Jacksonville, Florida 32202
Attention: Brandon A. Stanko
or to such other addresses as Tenant shall designate by giving written notice thereof to Landlord.
The time to reply to any such notice, request, demand or other communication shall commence upon actual or
deemed delivery, however. Refusal to accept delivery by any party or the inability to deliver any communication
because of a changed address of which no notice has been given in accordance with this Section 21.2 shall
constitute delivery. Notices may be given by a party’s attorney or other authorized representative.
Section 21.3. Governing Law. It is the intent of the parties hereto that all questions with respect to
the construction of this Lease and the rights and the liabilities of the parties hereto shall be determined in
accordance with the laws of the State of Florida, and that all disputes arising hereunder shall be heard and decided
in the local jurisdiction where the Landlord’s office is located.
Section 21.4. Successors. This Lease and all rights and liabilities herein given to, or imposed upon,
the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators,
successors, and assigns of the said parties; and if there shall be more than one Tenant, or more than one person
or entity acting collectively as Tenant, they shall all be bound jointly and severally by the terms, covenants and
agreements contained herein. Any restriction on or requirement imposed upon Tenant hereunder shall be deemed
to extend to Tenant’s guarantor, Tenant’s subleases, Tenant’s assignees and Tenant’s invitees, and it shall be
Tenant’s obligation to cause the foregoing persons to comply with such restrictions or requirements. No rights,
however, shall inure to the benefit of any assignee or other transferee of Tenant, and no rights or benefits shall
be conferred upon any such assignee or transferee by reason of this Section 21.4, unless such rights or benefits
shall be expressly otherwise set forth in this Lease.
Section 21.5. Brokers. Each party represents and warrants that it has caused or incurred no claims
for brokerage commissions or finder’s fees in connection with the execution of this Lease payable to any party,
except as prior mentioned. Each party shall indemnify and hold the other harmless against and from all liabilities
arising from any such claims caused or incurred by it (including without limitation, the cost of attorneys’ fees in
connection therewith) other than fees payable to Brokers, which shall be paid by Landlord pursuant to a separate
agreement between Brokers and Landlord.
Section 21.6. Transfer by Landlord. Landlord hereunder shall have the right to freely assign this
Lease without notice to or the consent of Tenant.
Section 21.7. No Partnership. Notwithstanding anything to the contrary contained in this Lease,
Landlord shall not be deemed to be a partner of Tenant or a joint venture with Tenant.
Section 21.8. Waiver of Counterclaims. TENANT SHALL NOT IMPOSE ANY NON-
COMPULSORY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY PROCEEDING OR OTHER
ACTION BASED ON TERMINATION OR HOLDOVER, IT BEING THE INTENT OF THE PARTIES
HERETO THAT TENANT BE STRICTLY LIMITED IN SUCH INSTANCE TO BRINGING A SEPARATE
ACTION IN THE COURT OF APPROPRIATE JURISDICTION. THE FOREGOING WAIVER IS A
MATERIAL INDUCEMENT TO LANDLORD MAKING, EXECUTING AND DELIVERING THIS LEASE,
AND TENANT’S WAIVER OF ITS RIGHT TO COUNTERCLAIM IN ANY SUMMARY PROCEEDING
27
OR OTHER ACTION BASED ON TERMINATION OR HOLDOVER IS DONE KNOWINGLY,
INTELLIGENTLY AND VOLUNTARILY.
Section 21.9. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE PREMISES
AND/OR ANY CLAIM OF INJURY OR DAMAGE.
Section 21.10. Severability. If any term or provision of this Lease, or the application thereof to any
person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and shall
be enforced to the fullest extent permitted by law.
Section 21.11. No Waiver. No failure by Landlord to insist upon the strict performance of any term,
covenant, agreement, provision, condition or limitation of this Lease to be kept, observed or performed by
Tenant, and no failure by Landlord to exercise any right or remedy available upon a breach of any such term,
covenant, agreement, provision, condition or limitation of this Lease, shall constitute a waiver of any such breach
or of any such term, covenant, agreement, provision, condition or limitation of this Lease.
Section 21.12. Interest. Any amount due from Tenant to Landlord which is not paid when due shall
bear Interest from the date due until paid, unless otherwise specifically provided herein, but the payment of such
Interest shall not excuse or cure any default by Tenant under this Lease. In no event shall any Interest calculated
under this Lease be at a rate which is higher than the maximum rate which is allowed under the usury laws of
the State, which maximum rate of interest shall be substituted for the rate in excess thereof, if any, computed
pursuant to this provision.
Section 21.13. Rules and Regulations. Tenant agrees to comply with the Rules and Regulations
attached hereto as Exhibit B and observe all other reasonable and non-discriminatory rules and regulations
established by Landlord from time to time. Tenant’s failure to keep and observe such rules and regulations shall
constitute a default under this Lease. Landlord shall, to the extent commercially reasonable and practicable,
apply the Rules and Regulations uniformly.
Section 21.14. Financial Statements. On a quarterly basis, Tenant shall report sales and provide
Landlord with financial statements. Tenant shall furnish Landlord financial statements outlining Tenant’s then-
current financial condition as well as financial statements outlining the then-current financial condition of any
guarantor of this Lease. In the event Tenant has multiple locations, the financial statements are both for the
overall company and for this specific location’s operations. These reports shall be furnished to the Landlord
within ten (10) days after Landlord’s request therefor. Landlord shall maintain all financial information provided
in a confidential manner.
Section 21.15. General Rules of Construction. (a) This Lease may be executed in several
counterparts, and the counterparts shall constitute one and the same instrument; (b) Landlord may act under this
Lease by its attorney or agent; (c) wherever a requirement is imposed on Tenant hereunder, Tenant shall be
required to perform such requirement at its sole cost and expense unless it is specifically otherwise provided
herein; (d) (i) wherever appropriate herein, the singular includes the plural and the plural includes the singular;
(ii) whenever the word “including” is used herein without further explanation, it shall be deemed to mean
“including, without limitation”; and (iii) the words “re-enter” and “re-entry” as used herein shall not be restricted
to their technical legal meaning; (e) anything in this Lease to the contrary notwithstanding: (i) any provision
hereof which permits or requires a party to take any particular action shall be deemed to permit or require, as the
case may be, such party to cause such action to be taken; and (ii) any provision hereof which requires any party
28
not to take any particular action shall be deemed to require such party to prevent such action to be taken by any
person or by operation of law.
Section 21.16. Recording. Neither this Lease nor any memorandum hereof may be recorded without
the express written consent of Landlord.
Section 21.17. Effective Date. For all purposes hereof, the “Effective Date” of this Lease shall be
the date upon which this Lease shall have been executed by both parties and delivered by Landlord to Tenant or
its attorney, which date shall be inserted in the introductory paragraph on page 1 of this Lease. Prior to the
Effective Date, neither this Lease nor anything hereunder contained shall be legally binding on either Landlord
or Tenant, and the submission of this Lease by Landlord to Tenant prior to such Effective Date for examination
or consideration by Tenant or discussion between Landlord and Tenant shall not constitute a reservation of or
option for the Premises or create any legal obligation or liability whatsoever on Landlord.
Section 21.18. Headings. The captions, section numbers, article numbers and index appearing in this
Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope
or intent of such sections or articles of this Lease nor in any way affect this Lease.
Section 21.19. Tenant Liability. If two or more individuals, corporations, partnerships or other
persons (or any combination of two or more thereof) shall sign this Lease as Tenant, the liability of each such
individual, corporation, partnership or other persons to pay rent and perform all other obligations hereunder shall
be deemed to be joint and several, and all notices, payments and agreements given or made by, with or to any
one of such individuals, corporations, partnerships or other persons shall be deemed to have been given or made
by, with or to all of them.
Section 21.20. Other Tenants. Except as specifically set forth herein, Landlord reserves the absolute
right to effect tenancies in the Project and the Building as Landlord shall determine in the exercise of its sole
business judgment.
Section 21.21. Due Authorization. If Tenant is a corporation, a limited liability company or a
partnership, the person(s) executing this Lease on behalf of Tenant hereby covenants and warrants that: Tenant
is a duly formed corporation or a duly formed limited liability company or a duly created partnership (as the case
may be) in good standing, qualified to do business in the state in which the Building are located; such persons
are duly authorized by such corporation or limited liability company or partnership to execute and deliver this
Lease on behalf of such corporation, limited liability company or partnership; and this Lease constitutes a valid
and binding agreement of Tenant in accordance with the terms hereof. In connection with this Section 21.21,
Tenant agrees to execute and deliver to Landlord upon written request by Landlord or Landlord’s mortgagee,
authorizing resolutions or written consent authorizing Tenant to enter into this Lease and any amendments or
modifications of the Lease.
Section 21.22. Confidentiality. It is agreed and understood that Tenant may acknowledge only the
existence of this Lease by and between Landlord and Tenant, and that Tenant may not disclose any of the terms
and provisions contained in this Lease to any other tenant or occupant in the Building or to any agent, employee,
subtenant or assignee of such tenant or occupant. Tenant acknowledges that any breach by Tenant of the
agreements set forth in this Section 21.22 shall cause Landlord irreparable harm. The terms and provisions of
this Section 21.22 shall survive the termination of this Lease (whether by lapse of time or otherwise).
Section 21.23. Attorneys’ Fees. If either Party hires an attorney to enforce the terms of this Lease
then the prevailing party to any such lawsuit, arbitration, or other similar dispute resolution procedure is entitled
to recover reasonable attorney fees and costs related to the enforcement of this Lease and its terms. Additionally,
should either party seek any amendment to or modification of this Lease or seek to have the other party waive
or forebear any of its rights hereunder, Tenant agrees to pay the attorney’s fees incurred by Landlord in pursuing
such amendment, modification or request.
29
Section 21.24. Waiver of Redemption by Tenant. TENANT HEREBY WAIVES FOR TENANT
AND FOR ALL THOSE CLAIMING UNDER TENANT ALL RIGHT NOW OR HEREAFTER EXISTING
TO REDEEM BY ORDER OR JUDGMENT OF ANY COURT OR BY ANY LEGAL PROCESS OR WRIT,
TENANT’S RIGHT OF OCCUPANCY OF THE PREMISES AFTER ANY TERMINATION OF THIS
LEASE.
Section 21.25. Non-Discrimination. Tenant herein covenants by and for itself, its successors and
assigns, and all persons claiming under or through them, and this Lease is made and accepted upon and subject
to the following conditions: That there shall be no discrimination against or segregation of any person or group
of persons, on account of race, color, religion, creed, national origin, ancestry, handicap, age, marital status, or
sex in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the Premises, nor
shall Tenant for itself, or for any person claiming under or through it, establish or permit such practice or
practices of discrimination or segregation with reference to the selection, location, number or occupancy of
tenants, leases, subleases, subtenants, or vendors in the Premises.
Section 21.26. Relocation of Tenant. Landlord shall have the right, at any time upon thirty (30) days
notice to Tenant, to relocate Tenant into other space within the Shopping Center. Upon such relocation, such
new space shall be deemed the Demised Premises and the prior space originally demised shall in all respects be
released from the effect of this Lease. If the Landlord elects to relocate the Tenant as above described, (i) the
new Demised Premises shall contain approximately the same usable area than the original Demised Premises
within five percent (5%) +/-, (ii) the Landlord shall improve the new Demised Premises, at Landlord’s sole cost,
substantially similar to the standards of the original Demised Premises, (iii) the Landlord shall pay the reasonable
costs of moving Tenant’s trade fixtures and furnishing from the original Demised Premises to the new Demised
Premises, (iv) as total compensation for all other costs, expenses and damages which Tenant may suffer in
connection with the relocation, including but not limited to, lost profit or business interruption, no Minimum
Rent shall be due or payable for the first full calendar month of Tenant’s occupancy of the new Demised
Premises, and Landlord shall not be liable for any further indirect or special expenses of Tenant resulting from
the relocation, (v) Minimum Rent, Tenant’s proportionate share of Operating Expenses, and all other charges
hereunder shall be adjusted for variation in the square footage of the new Demised Premises, and (vi) all other
terms of this Lease shall apply to the new Demised Premises, except as otherwise provided in this paragraph.
Tenant shall cooperate with Landlord, in all reasonable ways, to facilitate the relocation and building of the new
Demised Premises in a cost effective manner, and permit the necessary action to make changes. If Landlord
cannot provide similar-sized space within the Shopping Center, or if Tenant fails to fully cooperate with
Landlord, Landlord shall have the right to terminate this lease as of the date that is sixty (60) days after delivery
of notice of termination to Tenant. From and after the date of such a termination, neither Landlord nor Tenant
will have any obligations under the Lease, except those obligations that, by their nature or pursuant to the terms
of the Lease, would otherwise survive beyond the expiration of termination of the Lease.
Section 21.27. Telecommunications Equipment/Early Access. Tenant shall be entitled to install its
telecommunications cabling, electrical wiring and related equipment subject to Landlord’s advance written approval,
which shall not be unreasonably withheld, conditioned or delayed. Tenant shall remove such cabling, wiring and
equipment upon the expiration or earlier termination of this Lease in accordance with Section 18.1 herein.
Notwithstanding the foregoing, in the four (4) week period of time prior to the anticipated substantial completion of
Landlord’s Work and delivery of the Premises to Tenant, Tenant shall be permitted to enter the Premises other than
to occupy the same for the purposes of measuring, installing cabling and otherwise preparing the Premises for the
occupancy of the Premises by Tenant, and while Tenant is on the Premises, Tenant shall comply with all terms and
provisions of this Lease, except those provisions requiring the payment of Rent.
Section 21.28 Landlord’s Right to Interrupt Utilities . When necessary by reason of accident or
other cause occurring in the Premises or elsewhere in the Project, or in order to make any repairs or alterations
or additions or improvements in or relating to the Premises or to other portions of the Project, Landlord reserves
the right to enter the Premises, to interrupt the supply to the Premises or to the Common Areas, of steam,
30
electricity, water, gas, and other utilities, if any, and also to suspend the operation of the heating or air-
conditioning systems in or to the Premises or any other portion of the Project, until said repairs, alterations,
additions or improvements shall have been completed. Provided that Landlord shall pursue such work with
reasonable diligence, there shall be no abatement in Rent because of any such interruption or suspension unless
such interruption or suspension shall render the Premises substantially untenantable for a period in excess of
three (3) consecutive business days in which event Tenant shall thereafter be entitled to an equitable abatement
of Minimum Rent until such time as the Premises are again tenantable. In the event Landlord and Tenant are
unable to agree as to the amount of any such equitable abatement, the same shall be determined by arbitration.
In the event that such interruption or suspension shall render the Premises substantially untenantable for a
continuous period in excess of ninety (90) days, Tenant shall be permitted to terminate this Lease effective
immediately upon written notice to Landlord; provided, however, that in the event Landlord cures the
interruption or suspension on or before the receipt of Tenant’s termination notice, such termination notice shall
be negated and the terms and conditions of this Lease shall continue in full force and effect. If Tenant elects to
terminate this Lease, then this Lease shall be null and void and of no further force or effect, and Landlord shall
return to Tenant any prepaid rent and/or Security Deposit hereunder.
Section 21.29. Liability of Landlord. NEITHER LANDLORD, ANY PERSONS OR ENTITIES
COMPRISING LANDLORD, NOR ANY SUCCESSOR-IN-INTEREST TO LANDLORD (OR TO
SUCH PERSONS OR ENTITIES) SHALL HAVE ANY PERSONAL LIABILITY FOR ANY FAILURE
BY LANDLORD TO PERFORM ANY TERM, COVENANT OR CONDITION OF THIS LEASE. IF
LANDLORD SHALL FAIL TO PERFORM ANY COVENANT, TERM OR CONDITION OF THIS
LEASE UPON LANDLORD’S PART TO BE PERFORMED, AND IF AS A CONSEQUENCE OF SUCH
DEFAULT TENANT SHALL RECOVER A MONEY JUDGMENT AGAINST LANDLORD, SUCH
JUDGMENT SHALL BE SATISFIED ONLY OUT OF THE PROCEEDS OF SALE RECEIVED UPON
EXECUTION OF SUCH JUDGMENT AND LEVIED THEREON AGAINST THE RIGHT, TITLE AND
INTEREST OF LANDLORD IN THE BUILDING AND OUT OF RENTS OR OTHER INCOME FROM
SUCH PROPERTY RECEIVABLE BY LANDLORD, OR OUT OF THE CONSIDERATION
RECEIVED BY LANDLORD FROM THE SALE OR OTHER DISPOSITION OF ALL OR ANY PART
OF LANDLORD’S RIGHT, TITLE AND INTEREST IN THE BUILDING, SUBJECT,
NEVERTHELESS, TO THE RIGHTS OF LANDLORD’S MORTGAGEE, AND NEITHER
LANDLORD NOR ANY OF THE PERSONS OR ENTITIES COMPRISING LANDLORD SHALL BE
LIABLE FOR ANY DEFICIENCY. THE FOREGOING LIMITATION OF LIABILITY SHALL BE
NOTED IN ANY JUDGMENT SECURED AGAINST LANDLORD. THE LIMITATIONS OF
TENANT’S RIGHT OF RECOVERY AGAINST LANDLORD AND ANY LANDLORD RELATED
PARTIES SET FORTH IN THIS SECTION 21.29 SHALL SURVIVE THE EXPIRATION OF THE
TERM (WHETHER BY LAPSE OF TIME OR OTHERWISE).
Section 21.30. Radon Gas. 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 Building in Florida. Additional
information regarding radon and radon testing may be obtained from your county public health unit.
Section 21.31. Non-Responsibility for Certain Liens. Pursuant to Section 713.10, Florida Statutes,
as same may be amended or replaced from time to time, Landlord’s interest as herein described shall not be
subject to liens for improvements made by Tenant or any subtenant, and upon request of Landlord, Tenant shall
join in a Notice of Non-Responsibility attesting to such fact.
Section 21.32. Landlord Representations. Landlord hereby represents and warrants to Tenant as
follows: (a) Landlord is the sole owner of the Building, and owns a fee simple interest therein; (b) as of the
Effective Date, to the best of Landlord’s knowledge, with no duty of inquiry, neither the Premises, the Building,
nor the property on which the Building is located are in violation of any Environmental Requirements of which
Landlord has notice that have not been cured; and (c) as of the Effective Date, there is no action, suit or
proceeding pending or, to the best of Landlord’s knowledge, with no duty of inquiry, threatened against or
31
affecting the Building, or arising out of the ownership, management or operation of the Building, which could
impair Landlord’s ability to observe the terms and conditions of this Lease.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Landlord and Tenant have signed this Lease as of the day and year first
above written.
Witnesses: LANDLORD:
NSHORE, LLC, a Florida limited liability company
By: ~ Name: Taraz N. Darabi
Title: Manager
STATE OF FLORIDA §
§
COUNTY OF ALACHUA §
This instrument was AC OWLEDGED before me by means of ~hysical presence or LJ onlioe
notarization, this jJd day of-,,c.~~~;:_,i 202J., by TARAZ N. DARABI, as the Manager of NSHORE,
LLC, a lo rid a limited liability company
on behalf of said Florida limited liability company, who is personally known to me or produced a
----------driver's license as identification.
[SEAL]
Notary Public, State of Florida
My Commission Expires:
1/1 6/:2.02..3 •
;> ""'2tc;) .;;;;.:,.,CJ
(Printed Name of Notary Public)
32
STATE OF __ ~____,L=----§
. r. ,_ §
TENANT:
VALHALLA BARBERSHOP, LLC, a Florida limited
liability company
COUNTY OF SH:: Jt>vu-1..S §
This instrument was ACKNOWl,~GED befure me by means of~ physical presence o, (_) online
notarization, this ( 2... day of ~t<fr , 2a2-I , by Da,vl ~lt'.i\PSlYl , as
OU,A'.1-&C of, VALHALLA ARBERSI-IOP, LLC, a Florida limited liability company, on
be half of said Florida limited liability company, who is personally known to me or produced a
F[o,:tc:/ a driver's license as identification.
My Commission Expires:
lo /1,,0 [io'2--Cf I I
(Printed Name of Notary Public)
33
34
GUARANTY OF LEASE
This GUARANTY OF LEASE (“Guaranty”) is attached to and made a part of that certain Lease
Agreement dated _______________, 2021 (“Lease”), between NSHORE, LLC, or its successor(s), assignee(s)
and/or designee(s) (“Landlord”) and VALHALLA BARBERSHOP, LLC , a Florida limited liability company
(“Tenant”), covering the certain premises (“Premises”) in the shopping center project known as The Shoppes of
Northshore, located in Atlantic Beach, Florida. The terms used in this Guaranty shall have the same definitions
as set forth in the Lease. The provisions of this Guaranty shall supersede any inconsistent or conflicting
provisions of the Lease.
1. Guaranty. As an essential inducement to the granting of the Lease from Landlord to Tenant,
and its successors and assigns the undersigned (“Guarantor”) hereby guarantees unconditionally to Landlord the
timely payment and performance of all rent, charges, and obligations of Tenant under the Lease (as such terms
are defined under the Lease) and all other documents evidencing or securing the obligations under such Lease,
including, without limitation, the obligation to pay all Basic Rental and additional rental, and all taxes and other
charges levied under the Lease and all maintenance and indemnity obligations thereunder (collectively, the
“Guaranteed Obligations”). Guarantor acknowledges, covenants and agrees that this Guaranty shall survive the
termination of the Lease and shall continue in full force and effect with respect to any of Tenant’s obligations
under the Lease which are not performed upon and which survive the termination of the Lease.
2. Rights of Landlord. Guarantor authorizes Landlord to take and hold any security for the
Guaranteed Obligations, and to accept additional or substituted security, to subordinate, compromise or release
any security, to release Tenant of its liability for all or any part of the Guaranteed Obligations, to participate in
any settlement offered by Tenant or any guarantor, whether in liquidation, reorganization, receivership,
bankruptcy or otherwise, to release, substitute or add any one or more guarantors or endorses, and to assign this
Guaranty in whole or in part. Landlord may take any of the foregoing actions upon any terms and conditions as
Landlord may elect, without giving notice to Guarantor or obtaining the consent of Guarantor and without
affecting the liability of Guarantor to Landlord.
3. Independent Obligations. Guarantor’s obligations under this Guaranty are independent of
those of Tenant or of any other guarantor. Landlord may bring a separate action against Guarantor without first
proceeding against Tenant or any other person or any security held by Landlord and without pursuing any other
remedy. Landlord’s rights under this Guaranty shall not be exhausted by any action of Landlord until all of the
Guaranteed Obligations have been fully performed.
4. Waiver of Defenses. Guarantor waives:
a. any right to require Landlord to proceed against Tenant or any other person or any
security now or hereafter held by Landlord or to pursue any other remedy whatsoever;
b. any defense based upon any legal disability of Tenant or any guarantor, or any
discharge or limitation of the liability of Tenant or any guarantor to Landlord, or any restraint or stay applicable
to actions against Tenant or any other guarantor, whether such disability, discharge, limitation, restraint or stay
is consensual, or by order of a court or other governmental authority, or arising by operation of law or any
liquidation, reorganization, receivership, bankruptcy, insolvency or debtor-relief proceeding, or from any other
cause;
c. presentment, demand, protest or notice of any kind;
d. any defense based upon the modification, renewal, extension or other alteration of the
Guaranteed Obligations agreed to by Tenant, or of the documents executed in connection therewith;
35
e. any defense based upon the negligence of Landlord, including, without limitation, the
failure to record an interest under a lease, sublease, or deed of trust, the failure to perfect any security interest,
or the failure to file a claim in any bankruptcy of the Tenant or any guarantor;
f. all rights of subrogation, reimbursement, indemnity, all rights to enforce any remedy
that Landlord may have against Tenant, and all rights to participate in any security held by Landlord for the
Guaranteed Obligations, until the Guaranteed Obligations have been performed in full, and any defense based
upon the impairment of any subrogation, reimbursement or indemnity rights that Guarantor might have;
g. any defense based upon or arising out of any defense which Tenant may have to the
performance of any part of the Guaranteed Obligations, other than the defense of prior material breach by
Landlord of any of its dependent covenants thereto;
h. any defense based upon the death, incapacity, lack of authority or termination of
existence or revocation hereof by any person or entity or persons or entities, or the substitution of any party
hereto;
i. any defense to recovery by Landlord of a deficiency after non-judicial sale of real or
personal property, any defense based upon the unavailability to Landlord of recovery of a deficiency judgment
after non-judicial sale of real or personal property, and any defense based upon any applicable law;
j. any defense based upon or related to Guarantor’s lack of knowledge as to Tenant’s
financial condition;
k. any and all rights to revoke this Guaranty in whole or in part.
5. Tenant’s Financial Condition. Guarantor is relying upon its own knowledge and is fully
informed with respect to Tenant’s financial condition. Guarantor assumes full responsibility for keeping fully
informed of the financial condition of Tenant and all other circumstances affecting Tenant’s ability to perform
its obligations to Landlord, and agrees that Landlord will have no duty to report to Guarantor any information
which Landlord receives about Tenant’s financial condition or any circumstances bearing on Tenant’s ability to
perform.
6. Impairment of Subrogation Rights. Upon a default of Tenant, Landlord may elect to
foreclose non-judicially or judicially against any real or personal property security it holds for the Guaranteed
Obligations or any part thereof, or exercise any other remedy against Tenant or any security. No such action by
Landlord will release or limit the liability of Guarantor, even if the effect of that action is to deprive Guarantor
of the right or ability to collect reimbursement from or assert subrogation, indemnity or contribution rights
against Tenant or any other guarantor for any sums paid to Landlord, or to obtain reimbursement by means of
any security held by Landlord for the guaranteed obligations.
7. Default. Each of the following shall constitute a default of Guarantor under this Guaranty:
a. the failure of Guarantor to perform any of its obligations under this Guaranty;
b. the commencement of any bankruptcy, insolvency, arrangement, reorganization, or
other debtor-relief proceeding under any federal or state law by Tenant or Guarantor, whether now existing or
hereafter enacted; or
c. the occurrence of a default by Tenant under the Lease or the failure of any
representation or warranty contained herein or in the Lease to be accurate and complete.
36
Upon an occurrence of a default under this Guaranty as specified above, Landlord may, at its
option, without notice or demand upon Guarantor or Tenant, declare the Guaranteed Obligations (or such portion
thereof as may be designated by Landlord) immediately due and payable by Guarantor to Landlord.
8. Costs and Expenses. The prevailing party is entitled to recover their reasonable costs and
expenses, including but not limited to legal fees and disbursements, incurred in any effort to collect or enforce
any obligations of this Guaranty or this Guaranty, whether or not any lawsuit is filed. Guarantor further agrees
to pay any of Landlord’s reasonable out-of-pocket costs and expenses in any insolvency, bankruptcy,
reorganization or similar proceeding relating to Tenant or Guarantor. Until paid to Landlord, such sums will
bear interest from the date such costs and expenses are incurred at the rate set forth in the Lease for past due
obligations.
9. Reinstatement. The liability of Guarantor hereunder shall be reinstated and revived, and the
rights of Landlord shall continue, with respect to any amount at any time paid on account of the Guaranteed
Obligations which Landlord shall thereafter be required to restore or return in connection with the bankruptcy,
insolvency or reorganization of Tenant or otherwise, all as though such amount had not been paid.
10. Subordination. Any indebtedness of Tenant to Guarantor now or hereafter existing shall be,
and such indebtedness hereby is, deferred, postponed and subordinated to payment and performance of the
Guaranteed Obligations. Any payment made to Guarantor by Tenant or any third party with respect to the
indebtedness subordinated hereunder while any Guaranteed Obligations remain outstanding shall be held in trust
by Guarantor for the benefit of Landlord and shall be turned over to Landlord immediately upon receipt thereof.
Any lien, charge or claim which Guarantor now has or hereafter may have on or to any real or personal property
of Tenant, including without limitation, any real property subject of the Lease, the personal property located
thereon, any rights therein and related thereto, and the revenue and/or income realized therefrom, and security
for any loans, advances or other indebtedness of Tenant to Guarantor shall be, and any such lien, claim or charge
hereby is, subordinated to the payment and performance of the Guaranteed Obligations.
11. Representations and Warranties. Guarantor, and each of them individually, makes the
following representations and warranties, which shall be deemed to be continuing representations and warranties
until payment and performance in full of the Guaranteed Obligations:
a. Guarantor has all the requisite power and authority to execute, deliver and be legally
bound by this Guaranty on the terms and conditions herein stated;
b. Guarantor has all the requisite power and authority to transact any other business with
Landlord as necessary to fulfill the terms of this Guaranty;
c. This Guaranty constitutes the legal, valid and binding obligations of Guarantor
enforceable against Guarantor in accordance with its terms;
d. Neither the execution and delivery of this Guaranty nor the consummation of the
transaction contemplated hereby will, with or without notice and/or lapse of time, constitute a breach of any of
the terms and provisions of any note, contract, document, agreement or undertaking, whether written or oral, to
which Guarantor is a party or to which Guarantor’s property is subject, accelerate or constitute any event entitling
the holder of any indebtedness of Guarantor to accelerate the maturity of any such indebtedness, conflict with or
result in a breach of any writ, order, injunction or decree against Guarantor of any court or governmental agency
or instrumentality, or conflict with or be prohibited by any federal, state, local or other governmental law, statute,
rule or regulation;
e. No consent of any other person not heretofore obtained and no consent, approval or
authorization of any person or entity is required in connection with the valid execution, delivery or performance
by Guarantor of this Guaranty; and
37
f. Neither this Guaranty nor any other statement furnished by Guarantor to Landlord in
connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to
state a material fact necessary in order to make the statements contained herein or therein true and not misleading.
12. Joint and Several Liability. The obligations, promises, representations and warranties set
forth herein shall be the joint and several undertakings of each of the persons executing this Guaranty as a
Guarantor. Landlord may proceed hereunder against any one or more of said persons without waiving its rights
to proceed against any of the others.
13. Inducement. Guarantor acknowledges that the undertaking given hereunder is given in
consideration of Landlord’s entering into the Lease and that Landlord would not consummate the Lease but for
the execution and delivery of this Guaranty.
14. Waiver of Jury Trial; Submission to Jurisdiction. As a further inducement to Landlord to
enter into the Lease and as additional consideration to Landlord therefor, Guarantor hereby agrees (and by
accepting this Guaranty, Landlord shall be deemed to have agreed) that in any action or proceeding brought by
either Landlord or the Guarantor against the other on any matters whatsoever arising out of, under, or by virtue
of the terms of the within Lease or of this Guaranty, that Landlord and Guarantor shall and do hereby [i] waive
trial by jury and [ii] submit to the jurisdiction of the Circuit Court in and for Alachua County, Florida,
15. Miscellaneous. No provision of this Guaranty or Landlord’s rights hereunder may be waived
or modified nor can Guarantor be released from its obligations hereunder except by a writing executed by
Landlord. No such waiver shall be applicable except in the specific instance for which given. No delay or failure
by Landlord to exercise any right or remedy against Tenant or Guarantor will be construed as a waiver of that
right or remedy. All remedies of Landlord against Tenant and Guarantor are cumulative. The invalidity or
unenforceability of any one or more provisions of this Guaranty will not affect the validity or enforceability of
any other provision. This Guaranty shall be governed by and construed under the laws of the State of Florida.
The provisions of this Guaranty will bind and benefit the heirs, executors, administrators, legal representatives,
successors and assigns of Guarantor and Landlord. The term “Tenant” will mean both the named Tenant and
any other person or entity at any time assuming or otherwise becoming primarily liable for all or any part of the
Guaranteed Obligations. The term “Landlord” will mean both the Landlord named herein and any future owner
or holder of the Lease, or any interest therein. This Guaranty constitutes the entire agreement between Guarantor
and Landlord with respect to its subject matter, and supersedes all prior or contemporaneous agreements,
representations and understandings. All headings in this Guaranty are for convenience only and shall be
disregarded in construing the substantive provisions of this Guaranty.
[SIGNATURES ON FOLLOWING PAGE.]
IN WlTNESS WHEREOF, this Guaranty is executed the ]1f.y of~ 202}
GUARANTOR:
WITNESS:
Print Name:
-----------
-----------
§
§
§
J ~DJOHNM~
ADDRESS OF GUARANTOR:
2039 E Morningside Rd, Apt #335
Fremont, NE, 68025
STATE OF hk&tst'e
COUNTY OF Cxt-0 ,c.,
This GUARANTY OF LEAS
LJ online notarization on
known to me or produced a
was ACKNOWLEDGED before me by means of~ physical presence or
· 20~ by DAVID JOHN MONAGHAN, who is personally
, C driv 's license as identi cation.
[SEAL]
RENEE 0 , EASTBERG
General Notary -State of Nebraska
My Commission Expires Mar 17, 2024
My Commission Expires:
b
(Printed Name of Notary Public)
38
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IN WITNESS WHEREOF, this Guaranty is executed the ~ day of A\ ':Y'Oit , 20,9. \
GUARANTOR:
WITNEss: ~r1,~1L<I.J-Qjuto.1,J.11'61i0-J::_ ___ _
Print Name: -~uu~e,!...1-.I..L,d-e..~t,,)""--'·,._s,,__ __
WITNESS: _________ _
Print Name: __________ _
STATE OF
COUNTY OF
__c:____.-(ce===----
SARAH LYNN MONAGHA
ADDRESS OF GUARANTOR:
2039 E Morningside Rd. Apt #335
Fremont, NE, 68025
This GUARANTY OR LEASE was ACKNOWLEDGED before me by means of C¼J physical presence
or (_J online notarization on AfL<,vJf-/1, , 201.1, by SARAH LYNN MONAGHAN, who is
personally known to me or produced~ 1(/J: l ,,_., .r k..-=;-driver's license as identification.
CRIS STOLL
_A;ifu e]of Nebraska-General_ Notary
My Commission Expires
May 16, 2025
My Commission Expires:
Notary Public, State of /Ve f ,...f /· If 9
Cr,·~ J-1 o I/
(Printed Name of Notary Public)
39
lN WITNESS WHEREOF, this Guaranty is executed the J2::. day of~+ , 2021,.
Print Name:
WlTNES.S:
GUARANTOR:
ADDRESS OF GUARANTOR:
125 E Berkswell Drive
St. Johns, FL 32259
STATE OF Pl.. §
COUNTY 01~ J4 du VLJ1S ~
This GUARANTY OR LEASE OWLEDGED before me by means of ciphysical presence
or LJ online notarization on ,.------1~~,......___._-'1i----' 20-Z. by DAVID M SIMPSON, who is personally
known to me or produced a dri er's li.cense as identification.
[SEAL]
Notary Public, State of_~&~---------
My Commission Expires:
lo / u f ;u,V!-
fVr vt. Y½t~
(Printed Name)
40
IN WITNESS WHEREOF, this Guaranty is executed the 12... day ofthg;u~f , 20~
GUARANTOR:
~TNESS Cw~
PrintName: @ytVt ~SIL,
WITNESS 6,Ju,(6tdJ ~
Print Name: }LwA~-f= e, f .J):;.t. ,· ( ~
ADDRESS OF GUARANTOR:
125 E Berkswell Drive
St. Johns. FL 32259
STATE OF l?L--§
§
COUNTY OF &'f-Jc>nnS. §
This GUARANTY OR LEASE~•as ACKNOWLEDGED before me by means of ~ physical presence
or L) online notarization on ~-us+ [2-, 2 by KATHRYN ELLEN SIMPSON, who is
personally known to me or pro uce a ov Q d iver's license as identification_
[SEAL]
My Commission Expires:
i o t 20 p-o 2.-</-
.. ,~~.; P~@ ERIN WYSE f{~..) Notary Public -State of Florida
\~~i Commission# HH 55208
••.,9.f .. f.:;•· My Comm. Expires Oct 20, 2024
Notary Public, State of ___;E:::a-----------
En v{ k¼~
(Printed Name)
41
EXHIBIT A – Page 1
EXHIBIT A
SURVEY
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EXHIBIT B – Page 1
EXHIBIT B
RULES AND REGULATIONS
Tenant expressly covenants and agrees, at all times during the Term, and at such other times as Tenant
occupies the Premises or any part thereof, to comply, at its own cost and expense, with the following:
Landlord shall enforce all rules and regulations in a non-discriminatory manner among all tenants within
the Building.
1. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building shall
not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from
their respective premises. The halls, passages, exits, entrances, elevators, and stairways are not for the general
public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose
presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of
the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are
engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the
Building except such roof or portion thereof as may be contiguous to the Premises of a particular tenant and may
be designated in writing by Landlord as a roof deck or roof garden area.
2. No hand trucks, construction personnel, or construction equipment shall be permitted in the
Building or carried through the Building entrances and exits except between the hours of 6:15 pm and 7:45 am.
The persons employed to move equipment in or out of the Building must be acceptable to Landlord. Landlord
shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other
property brought into the Building and the hours of delivery. Heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight and only during
the hours listed above. Landlord will not be responsible for loss of or damage to any such property from any
cause and all damage done to the Building by moving or maintaining such property shall be repaired at the
expense of Tenant.
3. Tenant shall not (i) suffer, allow or permit any vibration, noise, odor or flashing or bright light
to emanate from the Premises or from any machine or other installation located therein, or otherwise suffer,
allow or permit the same to constitute a nuisance to or interfere with the safety, comfort or convenience of
Landlord or of any other occupant or user of the Building; (ii) display, paint, or place any handbills, bumper
stickers or other advertising devices on any vehicle(s) parked in the parking area(s) of the Project or the parking
deck, whether belonging to Tenant, its employee(s), or any other person(s); (iii) solicit business or distribute any
handbills or other advertising materials in the common areas of the Project; (iv) conduct or permit any activities
on or about the Building that constitute a public or private nuisance; (v) permit the parking of any vehicles or
the placement of any displays, trash receptacles or other items, so as to interfere with the use of any driveway,
fire lane, corridor, walkway, parking area, mall or any other common areas of the Project; (vi) use or occupy the
Premises or permit anything to be done therein which in any manner might cause injury or damage in or about
the Project; or (vii) use or occupy the Premises in any manner which is unreasonably annoying to other tenants
in the Project unless directly occasioned by the proper conduct of Tenant's business in the Premises.
4. Tenant shall secure and protect the Premises, and all property located within the Premises.
Tenant acknowledges and agrees that it, and not Landlord, is solely responsible for securing and protecting the
Premises, and all property located within the Premises.
5. Tenant shall use the plumbing within the Premises and the Building only for the purpose for
which it is designed. Tenant shall be solely responsible for any breakage, stoppage or damage resulting from its
violation of this provision, and shall pay any costs associated therewith to Landlord upon demand as Additional
Rent.
EXHIBIT B – Page 2
6. Smoking is prohibited in all areas of the Project except where expressly permitted by Landlord,
if any. Landlord reserves the right to relocate or eliminate any such areas where smoking is permitted, at any
time. Smoking within and immediately outside the Building is strictly prohibited.
7. If Tenant undertakes any construction activities which cause any work stoppage, picketing,
labor disruption or dispute, so as to interfere with activities at the Project or Building, Tenant shall, upon request
from Landlord, immediately suspend any construction work being performed in the Premises giving rise to such
labor problems. Tenant shall have no claim for damages of any nature against Landlord for such suspension nor
shall the Commencement Date be extended as a result thereof.
8. Tenant shall promptly obtain all permits, including occupancy permits, for the Premises or its
use thereof. Tenant shall pay before delinquency all license and permit fees, and other charges of a similar nature,
for the conduct of any business in, or any use of, the Premises. Upon request Tenant shall provide to Landlord a
copy of all its permits, including the certificate of occupancy.
9. Tenant shall not place a load on any floor in the Building which exceeds the load which the
floor was designed to carry, or which may result in improper weight distribution on such floors.
10. Tenant shall not install, operate or maintain in the Premises, or in any other area of the Building,
electrical equipment which does not bear the Underwriters Laboratories seal of approval, or which would
overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation.
11. Tenant shall not store, display, sell, or distribute any alcoholic beverages, dangerous materials,
flammable materials, explosives, or weapons in the Premises, or conduct any unsafe activities therein, unless
permitted pursuant to the Permitted Use, but may offer alcoholic beverages at employee social events and client
events.
12. No radio or television aerial, HVAC unit or other equipment or device may be erected by
Tenant on the roof or on any exterior wall of the Premises, or the Building in which the Premises is located,
without Landlord's prior written consent. Any aerial or other equipment installed without such written consent
shall be subject to removal by Landlord, at Tenant's sole risk and expense, without notice. Notwithstanding any
contrary provision of this Lease, Tenant shall have no right to access the roof of the Premises or of the Building
in which the Premises is located for any reason (including, without limitation, repair and maintenance
obligations, installation and/or repair of communications systems, etc.) without the prior written consent of
Landlord, which consent shall be conditioned upon, but not limited to (a) the prior approval by Landlord of
Tenant’s plans for the installation, repair or maintenance of any equipment; (b) Tenant utilization of a contractor
designated or approved by Landlord for all roof penetrations and access so as not to void any existing roof
warranties; (c) Tenant maintenance of the area where roof penetrations or installations are made while Tenant’s
equipment is present; (d) insuring the structural soundness of the roof; (e) the repair by Tenant of any damage
to the roof caused by the making of roof penetrations or equipment installation, maintenance or repair, including,
but not limited to, the repair of the roof penetrations upon the removal of any equipment installed thereon; (f)
the coordination of the time and method of roof access, (g) the accompaniment by Landlord’s designated
representative for such roof access.
13. Except as may be expressly permitted under the Lease, Tenant shall not affix or maintain upon
the glass panes and supports of the show windows, entrance ways, doors, exterior walls or roof of the Premises
any signs, advertising placards, names, insignia, trademarks, descriptive material or any other such like item or
items except those which shall have first received the written approval of Landlord as to size, color, type,
location, duration, copy, nature and display qualities. Tenant shall not affix, tape, place or maintain within the
interior of the Premises any paper signs, cardboard signs, advertising placards, descriptive material or other such
item or items that can be seen from the exterior of the Building, except those which shall have first received the
written approval of Landlord as to form, size, type, color, location, duration, copy, nature and display qualities.
Tenant shall not install or maintain any flashing, revolving, travelling, fiber optic or other lighting deemed
EXHIBIT B – Page 3
distractive by Landlord anywhere within or upon the Premises. Landlord may, at Tenant's cost, remove any item
erected in violation of this subsection.
14. The Premises shall not be used for housing, lodging or sleeping purposes or for any immoral
or illegal purposes.
15. Tenant shall not place any furniture, accessories or other materials on any balconies located
within or adjacent to the Premises without having obtained Landlord's express written approval thereof in each
instance.
16. No sunscreen or other films shall be applied to the interior surface of any window glass. All
glass, locks and trimmings in or upon the doors and windows of the Premises shall be kept whole, and when any
part thereof shall be broken, the same shall be immediately replaced or repaired and put in order at Tenant's
expense under the direction and to the satisfaction of Landlord, and shall be left whole and in good repair.
17. Open fires of any type are hereby prohibited.
18. The listing of the aforementioned items is not intended to be exclusive, but rather to indicate
part of the scope and nature of the types of rules and regulations Landlord may impose. Landlord reserves the
right, in its reasonable discretion and from time to time, to amend, alter, add and subtract from these rules and
to make specific exceptions thereto. The Rules and Regulations set forth herein are intended to supplement the
provisions of the Lease; in the event that any of the provisions of the Rules and Regulations conflict with the
provisions of the Lease, the provisions of the Lease shall govern.
EXHIBIT C - Page 1
EXHIBIT C
COMMENCEMENT AND EXPIRATION DATE DECLARATION
THIS COMMENCEMENT AND EXPIRATION DATE DECLARATION, made this _____ day of
_____________, 2021, by and between NSHORE, LLC, a Florida limited liability company (herein
“Landlord”), and VALHALLA BARBERSHOP, LLC , a Florida limited liability company, (herein “Tenant”).
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into that certain lease dated _____________, 2021 (the
“Lease”), for certain property located at 363 Atlantic Blvd, in Atlantic Beach, Duval County, Florida; and
WHEREAS, Landlord and Tenant wish to set forth their agreements as to the commencement of the
Term of the Lease.
NOW, THEREFORE, Landlord and Tenant agree as follows (all capitalized terms shall have the same
meanings herein as are attributed to such terms in the Lease):
1. The Term of the Lease commenced on ______________.
2. The initial term of the Lease shall expire on _____________.
3. Tenant has One (1) options of Five (5) years each as described in the lease.
4. The Commencement Date for purposes of paying rent under the Lease is _____________.
5. As of the Commencement Date, Rentable Area of the Premises: 3,017 square feet.
6. Rentable Area of the Building: 17,190 square feet
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Commencement and
Expiration Date Declaration as of the day and year first above written.
LANDLORD:
NSHORE, LLC, a Florida limited liability company
By: Taraz N. Darabi
Its: Manager
TENANT:
VALHALLA BARBERSHOP, LLC,
a Florida d li "lity company
By: l~ ~c.,v--..·
Its: · U,M,l_
EXHIBJT C -Page 2
EXHIBIT E – Page 1
EXHIBIT D
Sign Criteria
The intent of Landlord and the management is to create a graphic environment that is individual and distinctive in identity for the merchant and also compatible with other signs within the Shopping Center. The total concept should give an impression of quality, professionalism and instill a good business image.
The following specifications are to be used for design of your sign; however, in all cases, final written approval is required from Landlord prior to manufacturing and installation of all signs, including any sign inside that may be invisible from the outside.
Procedure: Sign drawing proposal will be submitted in two (2) copies to Landlord for written approval. One copy will be returned to Tenant or Tenant's Sign Company and one copy shall be retained in the lease file.
Notice: Written approval and conformance with this specification does not imply conformance with local city and other applicable sign codes. Your sign must be permitted and must comply with all applicable electrical and local sign codes.
A. Wording on large-scale signs shall be limited to store or trade name only. Each party’s customary signature or logo, hallmark, insignia, or other trade identification will he respected within the guidelines set forth.
B. The size of all Tenant signs shall be limited. The scale and concept of the Shopping Center require the use of appropriate signage. Tenant’s sign shall be located on the designated sign panel within the limits of its storefront and shall not project more than 8” beyond the face of the sign panel. The letters shall be mounted to the sign fascia on the framing concealed in the sign panel construction.
C. Tenant signs shall be individual channel-type letters only. Maximum height of the letters shall be 24” for capitals or logos and 16” for small letters. The total sign width shall be limited to 60% of Tenant frontage and shall in no case exceed a length of thirty feet.
D. Sign letter shall be aluminum reverse channel frame (minimum .090) with flat aluminum face, mounted with concealed fasteners and white neon lighting. The channel frame shall be painted in a durodic bronze finish, trim cap color to be gold. All letters shall be illuminated with neon tubes powered by normal factor transformers installed in the letter. 120 volt circuit will be provided by Landlord/Contractor. All letters shall be approved by Landlord/Contractor. All letters shall be approved by Underwriter Laboratories and carry seal of approval.
E. Except as otherwise approved in writing by Landlord, only one sign per Tenant will be permitted on the sign panel except the corner Tenant who may have two signs.
F. Sign company names or stamps shall be concealed (Code permitting).
G. Signs with exposed neon tubing, exposed lamps and signs of the flashing, blinking, rotating, moving or animated type or audible type are not permitted.
H. Painted or printed signs on the exterior surface of any building shall be prohibited, except small-scale signs stating store hours, which are neatly lettered on the glass of the storefront, shall be permitted subject to Landlord’s approval; and, in addition, any non-customer door for receiving merchandise may have in two-inch (2”) block letters, the name of Tenant.
EXHIBIT E – Page 2
I. Public safety decals or artwork on glass in minimum sizes to comply with applicable Code, subject to the approval of Landlord, may be used, as required by building codes or other governmental regulations.
J. Paper signs, stickers, banners or flags are prohibited on the store windows, either interior or exterior, or on any exterior portion of the Shopping Center.
K. No exposed raceways, ballast boxes or electrical transformers will be permitted except as required by Code.
L. The following are not permitted:
(1) Roof of box sings.
(2) Cloth or banner signs hanging in front of the business or within the Premises so as to be visible from the exterior walk or parking lot.
(3) Animated or moving components.
(4) Intermittent or flashing illumination.
(5) Iridescent painted signs.
(6) Letters mounted or painted on illuminated panels.
(7) Signs or letters painted directly on any surface except as herein provided.
(8) Signs will not be permitted to be installed or placed along perimeter of Shopping Center.
(9) Trailer signs or temporary signs.
EXHIBIT E – Page 3
EXHIBIT E
INTENTIONALLY DELETED
EXHIBIT F – Page 1
EXHIBIT F
INTENTIONALLY DELETED
DESCRIPTION ACCOUNT QTY PAID
PermitTRAK $110.87
PPRI21-0014 Address: 363 ATLANTIC BLVD 02 and 03 APN: 169730 0000 $110.87
BUILDING $71.25
BUILDING PERMIT 455-0000-322-1000 0 $71.25
BUILDING PLAN REVIEW $35.62
BUILDING PLAN CHECK 455-0000-322-1001 0 $35.62
STATE SURCHARGES $4.00
STATE DBPR SURCHARGE 455-0000-208-0700 0 $2.00
STATE DCA SURCHARGE 455-0000-208-0600 0 $2.00
TOTAL FEES PAID BY RECEIPT: R18210 $110.87
Printed: Tuesday, December 7, 2021 12:37 PM
Date Paid: Tuesday, December 07, 2021
Paid By: Sarah Monaghan
Pay Method: CREDIT CARD 556711852
1 of 1
Cashier: JJ
Cash Register Receipt
City of Atlantic Beach
Receipt Number
R18210