705 Atlantic Blvd SIGN20-0013 sign permit . 1
°al,-- II Building Permit Application Updated 10/9/18
',1 City of Atlantic Beach Building Department **ALL INFORMATION
800 Seminole Road, Atlantic Beach, FL 32233 HIGHLIGHTED IN GRAY
e'i 9r A IS REQUIRED.
9J one: (904) 247-58 6 E ail: uilding-De t@coab.us
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Valuation of Work(Replacement Cost)$ i ,t1 \ ) Heated/Cooled SF Non-Heated/Cooled
• Class of Work: slew ❑Addition ❑Alteration ❑Repair ❑Move ❑Demo ❑Pool ❑Window/Door
• Use of existing/proposed structure(s): ❑Commercial ❑Residential
• If an existing structure,is a fire sprinkler system installed?: ❑Yes ❑No
• Will tree(s) be removed in association with proposed project? ❑Yes(must submit separate Tree Removal Permit) ❑No
Describe in detail the type of work to be performed:DI0/1Ql,l ( `4. c I(y' c_4_ u'ut : 3C 5 Tt
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Florida Product Approval# l_for multiple products use product approval form
Property Owner Infor tion /
Name Vat0(4) `lt.,J Address I d�.C4 ���,)(City . S - 1L State -T I Zip O5 Phone C CC( # . LI . S�
E-Mail C/I _Nev `i 0C IYINQ CJc CI 4 COGYJ
Owner or Agent(If Agent, Power of Attorney Agency Letter Required)
Contractor Information
Name of Company Qualifying Agent
Address City State Zip
Office Phone Job Site Contact Number
State Certification/Registration# E-Mail
Architect Name&Phone#
Engineer's Name&Phone#
Workers Compensation Insurer OR Exempt 0 Expiration Date
Application is hereby made to obtain a permit to do the work and installations as indicated. I certify that no work or installation has
commenced prior to the issuance of a permit and that all work will be performed to meet the standards of all the laws regulating
construction in this jurisdiction. I understand that a separate permit must be secured for ELECTRICAL WORK, PLUMBING,SIGNS,
WELLS, POOLS, FURNACES, BOILERS, HEATERS,TANKS,and AIR CONDITIONERS,etc. 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.
OWNER'S AFFIDAVIT:I certify that all the foregoing information is accurate and that all work will be done in compliance with all
applicable laws regulating construction and zoning.
WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY
RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. IF YOU INTEND
TO OBTAIN FINANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE
RECORDING V. • : OTICE OMMENCEMENT.
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tre of Owner or Agent) (Signature of Contractor)
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t: �., 4�;,,- MY COMMISSION �( r f7Vb � (Signature of Notary)
1-!;-_, :ro EXPIRES:October 6,2023
: OF c;-°; Bonded Thru Notary Public Underwriters
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[ ]Produced Identification [ ]Produced Identification
Type of Identification: �Z31-333-63-6 b 4 -() Type of Identification:
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A
TRIPLE NET LEASE AGREEMENT
This LEASE AGREEMENT, made as of the 24th day of September ("Lease" or
"Agreement"), by and between Seminole South, LLC, a Florida limited liability company
("Landlord") and Culinary 904, LLC, a Florida limited liability company("Tenant").
RECITALS
Tenant desires to lease from Landlord and Landlord desires to lease to Tenant certain
Premises hereinafter described,upon the terms, covenants and conditions set forth here.
Landlord is making improvements to the Premises in anticipation of and in advance of
Tenant's leasing of the Premises and is relying on the Lease payments set forth herein including
the deposit as consideration for making these improvements.
NOW, THEREFORE, in consideration of the rents reserved herein and the mutual
covenants, terms, conditions and agreements set forth here, the parties agree as follows:
1. Premises. Permitted Use.
a. Demised Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the following described retail space: 22-28 Seminole Road, Atlantic Beach,
Florida 32233, a retail space comprising 1,426 square feet (hereinafter called the
"Premises"). The total amount of rent will be determined based on a square footage of
1,426 unless expressly agreed by both Landlord and Tenant in writing. Before signing this
Lease,Tenant had an opportunity to inspect the premises and agrees that the square footage
mentioned hereto is correct.
b. Permitted Use. Premises to be used as a food preparation site for a takeout-style
restaurant, which shall be in accordance with all building and zoning requirements.
Provided,however,that Tenant shall be prohibited from the retail sale of coffee beverages
(collectively,the"Permitted Use"). Tenant is not permitted to use,for business purposes,
outdoor space or common areas at the building without written approval of the Landlord
and appropriate permission from the City of Atlantic Beach and any other relevant
authorities. Permission from government agencies shall be the sole responsibility of
Tenant. Tenant solely bears any costs associated with obtaining such permissions.
c. Initial Improvements. Landlord shall, at its own cost and expense, have HVAC system
serviced, and ensure that the system is in good working order. Landlord shall also,prior to
lease commencement, professionally clean the Premises.
2. Lease Term. Commencement.
a. Term. The term of this Lease shall start on October 1, 2020 and shall expire, four (4)
years and two (2) months later, for a total of fifty (50) months), on March 31, 2024 (the
"Term").
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b. Occupancy. Landlord shall deliver the Premises to Tenant on October 1, 2020. Landlord
shall deliver the Premises to Tenant on or before October 1st, 2020. Each day the Landlord
is delayed in delivering the Premises will result in a per diem reduction in rent due after the
commencement of the Lease until the Premises is delivered to Tenant.
3. Payments.
a. Base Rent. Total monthly payments during the Lease Term shall be a base rate of
$20.00 per square foot with 3%escalations every twelve-month period,plus applicable
State of Florida Sales Tax,as more specifically described in the schedule below.Tenant
shall pay Landlord monthly at Landord's designated address below, or to such other
person or at such other address as Landlord may from time to time designate in writing.
b. Abatement. Landlord shall provide rent abatement equal to two (2) months from
the commencement of the Term starting on October 1,2020 for Tenant improvements.
c. Additional Rent.Triple Net Lease. This is a triple net lease. As such,portions of the
Payments due under the Lease(as specified below)will be apportioned toward payment
of the Landlord's Property and Liability Insurance Premiums and Real Property Taxes.
Insurance Fees are estimated at $1.00 per square foot. Real Property Taxes are
estimated at$1.50 per square foot and will be allocated on an equal proration based on
each Tenant's square footage in proportion to the overall building's square footage. A
total of$2.50 per square foot,plus applicable State of Florida Sales Tax, will be added
to Tenant's base rent, and will be included in Tenant's monthly payments to Landlord.
Payments are scheduled as per the table below.
d. State of Florida Sales Tax. State of Florida sales tax will be imposed to the triple net
lease amount(current rate is 6.5% - subject to change).
Term (Estimated)
Months Base NNN Annual Monthly Monthly+FL Sales Annual+FL Sales
Rent/SF Rent/SF Tax Tax
1and 2 $ - $ - $ - $ - $ - $ -
3 through 14 $ 20.00 $ 22.50 $ 32,085.00 $ 2,673.75 $ 2,847.54 $ 34,170.53
15 through 26 $ 20.60 $ 23.10 $ 32,940.60 $ 2,745.05 $ 2,923.48 $ 35,081.74
27 through 38 $ 21.22 $ 23.72 $ 33,821.87 $ 2,818.49 $ 3,001.69 $ 36,020.29
39 through 50 $ 21.85 $ 24.35 $ 34,729.57 $ 2,894.13 $ 3,082.25 $ 36,987.00
e. Timing. Late Charges. Interest. All monthly Payments shall be paid in advance on
or before the first day of each and every calendar month and continuing throughout the
Term of this Lease. Payments shall be prorated during any partial month occurring
under this Lease.Tenant hereby acknowledges that late payment by Tenant to Landlord
of any sums due hereunder will cause Landlord to incur costs not contemplated by this
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Lease,the exact amount of which will be extremely difficult to predict in advance. Such
costs may include, but are not limited to, processing and accounting charges and late
charges which may be imposed on Landlord by the terms of any mortgage or trust deed
covering the Premises.Accordingly, if any installment of Payment for rent or any other
sum due from Tenant is not be received by Landlord or Landlord's designee within ten
(10) days after such amount shall be due, Tenant shall pay to Landlord a late charge
equal to 5% of such overdue amount. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by reason of
late payment by Tenant, excluding collection costs and attorney's fees, if necessary.
Acceptance of such late payment or late charge by Landlord shall in no event constitute
a waiver of Tenant's default with respect to such overdue amount,nor prevent Landlord
from exercising any of the other rights and remedies granted hereunder, including but
not limited to the collection of interest on such late payment as provided for herein. In
addition, Tenant shall pay to Landlord interest calculated at eighteen percent(18%)per
annum on any unpaid amount due under the Lease.
4. Tenant's Covenants. Tenant agrees that the Premises is being delivered and accepted
by Tenant in an "as-is" condition. Tenant hereby further covenants and agrees with Landlord as
follows:
a. Maintenance and Repairs. Landlord shall be responsible for maintaining and
repairing the common areas, include utility lines, meters, exterior plumbing, roof
structure, outer walls, the ceiling, the structural beams supporting the roof and other
structural components appurtenant to the Premises, pipes, conduits, and all and other
utility facilities outside or without the Premises to the extent that they serve the
Premises. Tenant shall be responsible for maintaining and repairing the Premises and
all interior features, including, pipes, conduits, window glass, fixtures, doors, and all
and other facilities inside or within the Premises or to the extent that they serve the
Premises.
b. Acceptance of Premises. By taking possession of the Premises, Tenant shall be
deemed to have accepted the Premises as being in good, sanitary order, condition and
repair. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every
part thereof in good condition and repair, ordinary wear and tear excepted. Without
limiting the generality of the preceding sentence,Tenant agrees,during the term hereof,
to keep and maintain all interior and non-structural components, including storefront
glass, interior walls, interior plumbing, interior electrical, and utility systems within or
under the Premises that exclusively serve the Premises. Tenant agrees to annual HVAC
repairs up to $300.00 plus a bi-annual HVAC service contract for duration of lease
term. Landlord is responsible for repairs above$300.00 and replacement of HVAC.
c. Avoidance of Waste. Tenant(i) shall not commit or permit any waste or damages to
said Premises; (ii) shall not to conduct or permit to be conducted on said Premises any
business or commit or permit any act which is a nuisance or which is or may be contrary
to or in violation of any federal, state, local law or ordinance; and (ii) shall surrender
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the Premises upon expiration or termination of this Lease in clean condition and good
repair, normal wear and tear accepted.
d. Alterations. Tenant will not, without first obtaining the written consent of Landlord,
make any structural alterations, or improvements, in, to or about the Premises which
consent shall not be unreasonably withheld,conditioned or delayed.Tenant's leasehold
improvements (excluding Tenant's trade fixtures, equipment and furnishings) shall
upon the expiration or sooner termination of the Lease become a part of the realty and
be the sole property of Landlord, and, unless Landlord requests their removal, shall
remain upon and be surrendered with the Premises as a part thereof, without damage
or injury. If, during the term hereof, any change, alteration, addition, correction,
improvement or repair to the areas appurtenant to the Premises shall be required by any
law (including, without limitation, the Americans with Disabilities Act), rule or
regulation of any governmental authority to be made in or to the area, facilities or
appurtenances outside of or without the Premises, Landlord shall make such change,
alteration, addition, correction, improvement or repair at Landlord's sole cost and
expense. If, during the term hereof, any change, alteration, addition, correction,
improvement or repair to the Premises shall be required by any law(including,without
limitation,the Americans with Disabilities Act),rule or regulation of any governmental
authority to be made in or to the Premises, Tenant shall make such change, alteration,
addition, correction, improvement or repair at Tenant's sole cost and expense.
e. Outdoor Use. Tenant shall obtain written consent from Landlord to convert outdoor
space or any common area to be part of Tenant's Premises. Any and all outdoor
seating/outdoor operations must be approved by the City of Atlantic Beach and any
other governmental agency that shall require a permit or license. Obtaining said
approvals and licenses shall be the sole responsibility of the Tenant.
f. No Liens. THIS LEASE EXPRESSLY PROVIDES THAT THE INTEREST OF
LANDLORD SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS
MADE BY TENANT. ALSO, TENANT SHALL NOTIFY THE CONTRACTOR
MAKING ANY SUCH IMPROVEMENTS OF SUCH PROVISION OR
PROVISIONS IN THIS LEASE, AND THE KNOWING OR WILLFUL FAILURE
OF TENANT TO PROVIDE SUCH NOTICE TO THE CONTRACTOR SHALL
RENDER THE CONTRACT BETWEEN TENANT AND THE CONTRACTOR
VOIDABLE AT THE OPTION OF THE CONTRACTOR.
g. Inspections. Tenant shall permit Landlord and its agents and representatives to enter
the Premises from time to time upon commercially reasonable notice to Tenant to
oversee construction,make repairs, and inspect the Premises.
h. Subordination. Forthwith without written notice delivered by Landlord to Tenant,this
Lease shall be and become subject and subordinate to any and all mortgages or deeds
of trust now existing, or which may hereafter be executed covering the Premises or the
real property of which the same are a part, or any leasehold estates affecting the same,
for the full amount of all advances made or to be made thereunder and without regard
Landlord_=
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to the time or character of such advances, together with interest thereon and subject to
all the terms and provisions thereof. Tenant agrees to execute,acknowledge and deliver
upon request any and all documents or instruments requested by Landlord to assure the
subordination of this Lease to any such mortgages, deeds of trust or leasehold estates
provided that the holder of any such mortgage, deed of trust or leasehold estate agrees
that in the event of foreclosure or other action taken by the holder thereof, this Lease
and the rights of Tenant shall not be disturbed but shall continue in full force and effect
for so long as Tenant is not in default hereunder. Tenant hereby agrees to attorn to any
person, firm or corporation purchasing or otherwise acquiring the Premises,at any sale
or other proceeding or pursuant to the exercise of any other right's,powers or remedies
under such mortgages or deeds of trust or leasehold estate as if such person, firm or
corporation had been named as Landlord herein. Tenant agrees to execute,
acknowledge and deliver in recordable form to any proposed mortgagee or purchaser,
or to Landlord, or to such other person designated by Landlord, a certificate certifying
(if such be the case) that this Lease is in full force and effect and that there are no
defenses or offsets thereto, or, if Tenant claims any defenses or offsets, stating those
claimed by Tenant. It is expressly understood and agreed that any such statement may
be relied upon by any prospective purchaser or encumbrancer of all or any portion of
the real property of which the Premises are a part. Tenant's failure to deliver such
statement within ten (10) days after Landlord's written request therefor shall be
conclusive upon Tenant that this Lease is in full force and effect without modification
except as may be represented by Landlord and that there are no uncured defaults in
Landlord's performance.
i. Utilities. Tenant shall be responsible for having all utilities connected and paying any
deposits or payments for utilities associated with the Premises. Tenant agrees to be
solely responsible for expenses related to phone,internes and cable services,electricity,
water, gas, sewer, pest control,janitorial, trash removal and disposal, and any and all
other services or utilities used by Tenant for the Premises.
5. Landlord's Covenants. Landlord hereby covenants, agrees, represents and warrants to
the Tenant that(i)Tenant shall have the enjoyment and peaceful possession of the Premises during
the Initial Term and the Renewal Term if authorized, (ii) Landlord, or any Affiliate of Landlord,
shall not lease, rent, or approve a sublease of any property to any person or entity whose use of
such property shall be for the purpose of a takeout restaurant, within the strip center generally
defined as 705 Atlantic Blvd,Atlantic Beach, Florida and(iii)Landlord shall deliver the Premises
to the Tenant on the Occupancy date stated in Section 2(b) of this Lease in good, clean, sanitary
order, condition and repair. For purposes of this Agreement, the term "Affiliate" shall mean (i)
any person who owns or controls more than fifty percent(50%) of the outstanding voting interests
of the Landlord (a "Specified Person") or (ii) any entity in which a Specified Person owns or
controls more than fifty percent (50%) of the outstanding voting interests of such entity. For the
sake of clarity, Landlord is allowed to lease, rent, or approve a sublease of any property to any
person or entity whose use of such property shall be for the purpose of commercial catering or
restaurant, provided that such contract is not located at the strip center generally defined as 705
Atlantic Blvd., Atlantic Beach, Florida.
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6.Insurance. Tenant shall maintain at Tenant's expense throughout the term of this Lease
the following insurance coverage at its own cost and expense:
a. Worker's Compensation Insurance in the amounts required by Florida Statute.
b. Bodily Injury Liability and Property Damage Liability Insurance in the amount of
One Million Dollars ($1,000,000.00)per occurrence.
c. All insurance policies of Tenant shall be subject to approval by Landlord in its sole
discretion, to protect Landlord and naming Landlord as an additional insured under
Tenant's policy(ies)protecting Landlord from liability for property damage, injury
to or death of any person. All insurance required to be carried by Tenant hereunder
shall be delivered to Landlord by Tenant at least ten (10) days prior to the
Occupancy date in Section 2(b) of this Lease.
d. All insurance policies of Tenant shall be deemed to be primary insurance for
Landlord. Should Landlord have insurance applicable, Landlord's insurance shall
be deemed excess insurance and shall further be non-contributory to any insurance
of Tenant.
7.Assignment or Subletting. Tenant shall not assign or sublet any portion of this Lease.
8. Security Deposit. Landlord acknowledges a $2,000 security deposit paid by Tenant
prior to the execution of this Lease as security for the full performance of all the provisions of this
Lease. Said Deposit shall be co-mingled with Landlord's funds and will yield no interest. If at any
time during the Term,Tenant shall be in default of payment of rent or any other sum due Landlord
hereunder, or is otherwise in default hereunder,Landlord may apply all or a part of the Deposit for
such payment or to cure such default, rent, late fees, interest and/or the like. In such event Tenant
shall on demand pay to Landlord a like sum as additional security. Landlord may retain all or part
of the Deposit to repair damages to or clean the Premises upon termination of this Lease consistent
with applicable law. If Tenant is not in default at the termination of this Lease and there are no
damages to the Premises, Tenant does not owe any sums due under the Agreement, then Landlord
shall return the remainder of the Security Deposit to Tenant within thirty(30) days.
9. Indemnification. To the fullest extent permitted by law, Tenant shall indemnify,
defend and hold harmless Landlord and its Affiliates, managers, members, shareholders, officers,
directors, employees, agents, and representatives (collectively, "Indemnitees") from and against
any and all loss,cost, expense,damage,injury,liability,claim,demand,penalty,or cause of action
(including reasonable attorneys' fees and legal costs at trial and on appeal) arising from or in any
way related to, or resulting from, the Lease, wherever such claim may be made. Tenant's
obligation hereunder shall include,and not be limited to,its own negligence and/or the negligence
of it its employees, agents, invitees, customers or contractors, but shall also include any alleged
negligence of Landlord, excepting only Landlord's gross negligence or willful or wanton conduct.
Tenant's obligation shall not be construed to negate, abridge, or otherwise reduce other rights or
obligations of indemnification which would or could otherwise exist or be owed by Tenant to
Landlord or Indemnitees arising by operation of law or in equity. Tenant acknowledges that
compliance with the provisions this section is a material requirement of this Lease and any
violation or noncompliance by Tenant of the undertakings, representations and warranties in this
section will constitute a material breach of this Lease .
Landlord '✓t`t,
Tenant (L
6
10. Events of Default. Tenant acknowledges and agrees that each provision in this Lease
constitutes a material part of the Lease. As such, a failure by Tenant to perform any duty or
obligation under this Lease shall be considered an event of default. To the full extent permited by
law, including,but no limited to,the following shall constitute an event of default of this Lease by
Tenant:
a. Tenant's failure to pay,when due, any Payment, including any installment thereof;
b. Tenant's breach or failure to perform any duty, obligation or covenant herein;
c. Tenant's abandonment or vacation of the Premises or its cessation or substantial
reduction of its operations at the Premises, or its failure to continue doing business
as a going concern;
d. Tenant's failure to promptly pay when due any utilities or other charges associated
with the Premises, the failure of which could result in the attachment of a lien or
similar matter;
e. Tenant's failure to maintain the Premises as required by this Lease or by applicable
laws, codes and ordinances; or
f. The attachment of any lien to the Premises other than a lien in favor of Landlord's
lender.
In the event of a default of this Lease by Tenant, Landlord or someone on its behalf may provide
Tenant with written notice of the event of default and Tenant shall have thirty (30) calendar days
to cure such event of default. If such event of default is not cured within thirty(30) days from the
delivery of such notice, or cannot be cured or has no cure period, then Landlord shall be entitled
to any and all of the remedies available by operation of law or in equity. If Tenant fails to cure any
event of default of this Lease for a period of thirty(30) days, and has been timely notified of such
event of default, then Landlord may accelerate and immediately collect from Tenant all rents and
other charges due through the end of the Term.
11. Nonexclusivity. The exercise by Landlord of any right or remedy to collect rent or
enforce Landlord's rights arising under this Lease shall not constitute a waiver of, or a binding
election precluding the exercise of, any other right or remedy afforded Landlord by this Lease
arising by operation of law or in equity.
12. Holding Over. In no event shall there be any renewal of this Lease by operation of
law, and if Tenant should remain in possession of the Premises after the expiration of the Lease
term and without executing a new Lease, then such holding over shall be construed as a tenancy
from month to month,subject to all the conditions,provisions,and obligations of this Lease insofar
as the same are applicable to a month-to-month tenancy. In the event of a "Holdover" Tenant
agrees to pay one hundred fifty percent(150%)of rent for the first ninety(90)days of the holdover
occupancy and two hundred percent (200%) of Rent for holdover occupancy beyond ninety (90)
days.
Landlord
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13.Force Majeure.Neither party shall be in default hereunder nor liable to the other party
if such party is unable to fulfill any of its obligations, or is delayed in doing so, due to events
beyond its control. In any such case, the time for performance shall be extended by a period of
time equal to the duration of such events. Events beyond a party's control include, without
limitation, war, civil unrest,weather conditions, accidents,breakage, strike, labor troubles, acts of
God, government regulations, moratorium or governmental action or inaction, contagious or
infectious disease outbreaks or other public health emergencies, such as, but not limited to,
epidemics,pandemics or impositions of quarantine restrictions by any governmental authority,and
the inability, despite the exercise of reasonable diligence,to obtain electricity water or fuel. If any
delay or inability to perform can be avoided by the payment of money, such delay or inability shall
not constitute an event beyond a party's control. This provision does not excuse the Tenant from
paying rent to Landlord.
14. Governing Law and Venue. This Lease shall be governed by the laws of the State of
Florida, and the Parties consent to the exclusive venue for all disputes arising hereunder in the
State and Federal courts in and for Duval County, Florida and/or the United States District Court
for the Middle District of Florida.
15. Radon Disclosure and Disclaimer. The following notification is required by Florida
law and is provided for your information:
"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 buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department."
Landlord has not tested for Radon gas at the Premises and therefore makes no
representation regarding the Presence or absence of such gas. Tenant hereby waives any and all
actions and claims against Landlord related to the presence of such gas.
16. Additional Disclosures and Notices. Without in any way limiting and/or altering
Landlord's covenants contained in Section 5 of the Lease,the Landlord is providing the following
notices to Tenant:
a. Tenant is advised of the possible presence within the Premises of toxic or otherwise
illness-causing) molds, fungi, spores, pollens and/or other botanical substances
and/or allergens (for example: dust, pet dander, insect material, etc.).
These substances may be either visible or invisible,may become airborne,and may
be mistaken for other household substances and conditions. Exposure carries the
potential of possible health consequences. Landlord strongly recommends that
Tenant contact the State Dept. of Health Services for further information on this
topic.
b. Tenant is advised to consider engaging the services of environmental or industrial
hygienist (or similar, qualified professional) to inspect and test for the presence of
harmful mold, fungi, and botanical allergens and substances as part of Tenant's
physical condition inspection of the Premises, and Tenant is further advised to
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obtain from such qualified professionals information regarding the level of health
related risk involved, if any, and the advisability and feasibility of eradication and
abatement, if any.
c. Tenant is expressly cautioned that Landlord has no expertise in this area and is,
therefore, incapable of conducting any level of inspection of the Premises for the
possible presence of mold,botanical allergens.Tenant acknowledges that Landlord
has not made any investigation, determination, warranty or representation with
respect to possible presence of mold or other botanical allergens,and Tenant agrees
that the investigation and analysis of the foregoing matter is Tenant's sole
responsibility and that Tenant shall not hold Landlord responsible therefor.
17.Non-Waiver. Landlord's failure to insist on strict compliance with any of the terms of
this Lease or to pursue any particular event of default by Tenant or remedy, shall not prevent
Landlord from pursuing any rights or remedy in the future, and shall not be construed as a waiver.
The acceptance of rent, even if untimely, shall not constitute a waiver.
18. Counterparts.This Lease may be executed in one or more counterparts,by original or
facsimile signature, and a document containing a collection of signatures of the parties shall
constitute one and the same agreement.
19. Time of Essence. Time is of the essence in computation of time and the performance
of obligations under the Lease Agreement.
20. Successors and Assigns. The terms and conditions herein shall be binding upon and
shall inure to the respective Parties' successors and permitted assigns.
21. Notices. Notices shall be deemed delivered when actually delivered, by courier, hand
delivery or overnight courier(such as Federal Express) to the following:
a. As to Landlord:
Seminole South, LLC
Attn: Walker Mason
2300 Marsh Point Road,Unit 301,
Neptune Beach, Florida 32266
b. As to Tenant:
Culinary 904, LLC
Attn: Joel J. Gutierrez, Sr.
22-28 Seminole Road
Atlantic Beach, FL 32233
22. Suitability. Unless otherwise provided herein, Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with respect to the
Premises or with respect to the suitability of the Premises for the conducting of Tenant's business.
The taking of possession of the Premises by Tenant shall conclusively establish that the Premises
are in satisfactory condition unless on such date Tenant shall give Landlord written notice
specifying in reasonable detail the reasons why the Premises was not in satisfactory condition.
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Tenant, prior to the Occupancy Date, may perform a walk-through inspection of the Premises
solely to confirm that all Landlord Improvements have been completed and all other contractual
obligations of Landlord hereunder have been satisfied. In the event that Tenant provides Landlord
with written notice that Landlord has failed to complete the Landlord Improvements prior to the
Occupancy Date or otherwise has failed to satisfy all other contractual obligations hereunder, then
the Occupancy Date and the commencement date of the Initial Term of this lease shall be delayed
until such time as the Landlord has satisfied all contractual obligations hereunder.
23. Compliance. Tenant shall comply with all laws, orders, regulations, rules and
requirements of every kind and nature, including the Americans with Disabilities Act, applicable
to the Premises and Tenant's use of the Premises,now or hereinafter in effect, of all governmental
authorities, whether they be usual or unusual, ordinary or extraordinary, or whether they or any of
them relate to any structural changes made by Tenant in connection with construction, alterations
or to changes or requirements incident to or as the result of any use of occupancy thereof or
otherwise. Tenant shall pay all costs and expenses incidental to such compliance.
24. Uses Prohibited.
a. Tenant will not use the Premises for any use or purpose in violation of the laws,
ordinances, regulations and requirements of any governmental authority. During
the Term, the Premises and every part thereof, shall be kept by Tenant in a clean
and wholesome condition, free of any objectionable noises,odors,or nuisances and
shall comply with all health and public regulations. The sale of coffee beverages by
Tenant is prohibited.
b. Tenant shall not do or permit anything to be done in or about the Premises nor bring
or keep anything therein which will in any way increase the existing rate or affect
any fire or other insurance upon the Premises or any of its contents or upon any
building in the Premises' business park.
c. Tenant shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of other Tenants or occupants
of any building in the Premises' business park.
d. Tenant will not utilize on the Premises any Hazardous Materials, as hereinafter
defined, and will hold Landlord harmless from any and all actions or causes of
action arising by reason of Tenant's breach of this covenant including the cost to
defend,court costs and attorneys' fees at, during or before trial and appeal.As used
herein, "Hazardous Materials" shall mean any hazardous, toxic or radioactive
substance, material, matter or waste which is or becomes regulated by any federal,
state or local law,ordinance,order,rule,regulation,code or any other governmental
restriction or requirement, and shall include, but not be limited to asbestos,
petroleum products, polychlorinated biphenyls, underground storage tanks, the
terms "Hazardous Substance"and"Hazardous Waste"as defined or the Superfund
Amendments and Reauthorization Act of 1986 and the Resource Conservation and
Recovery Act, as amended, 42U.S.C. Set 6901 et seq., the term "Hazardous
Chemical"as defined in the Occupational Safety and Health Act,and any definition
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of hazardous material, substance or waste contained within any applicable
environmental quality control statute of United States or the State of Florida.
Common office supplies shall not be deemed a Hazardous Material hereunder so
long as used in a reasonable, legal manner consistent with the Permitted Use and
disposed of and handled in a legal and commercially reasonable manner.
25.Attorney Fees.If Tenant or Landlord shall bring any action for relief against the other,
declaratory or otherwise, arising out of this Lease, including, without limitation, any suit by
Landlord for the recovery of rent or possession of the Premises, the losing party shall pay the
prevailing party attorneys' fees, costs and expenses for any such proceedings including any
appeals.
26. WAIVER OF TRIAL BY JURY. IT IS MUTUALLY AGREED BY AND
BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES HERETO
SHALL AND THEY DO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND ANY
EMERGENCY STATUTORY REMEDY. THE OBLIGATION HEREIN TO A WAIVER OF
JURY TRIAL SHALL NOT BE BINDING UPON LANDLORD WITH RESPECT TO CLAIMS
RELATING TO UNPAID RENT OR EVICTION PROCEEDINGS.
27. Prior Negotiations; Entire Agreement. It is agreed between the Parties that neither
the Landlord or Tenant nor any of their agents have made any statement, promises or agreements
verbally or in writing in conflict with the terms of this Lease. Any and all representations by either
of the parties or their agents made during negotiations prior to the execution of this Lease and
which representations are not contained in the provisions hereof shall not be binding upon the other
Party hereto. It is further agreed that this Lease contains the entire agreement between the Parties
and supersedes any prior lease negotiations or alleged agreements for the Premises.
28. Construction of Lease. The Landlord and the Tenant agree that they have each been
afforded the opportunity to consult with legal counsel of their choice regarding this Lease.
Landlord and Tenant agree that this Lease shall be construed as if mutually prepared by Landlord
and Tenant and that this Lease shall not be interpreted in favor of one party or the other with any
greater liberality or narrower construction.
IN WITNESS WHEREOF,Landlord and Tenant have duly executed this Lease Agreement
thisr2ay of .Ler, 2020.
Landlord
Tenant
li
Seminole South, Witnessed by:
a Florida Limited Liability Company
-- A Na -: Ed ,1_,. ^ wr
By �L/�
alker Mason, it Property Manager
Nam:. irarNagle _
Culinary 904,LLC Witnessed by:
a Florida Limited Liability Company
Cdt.)ova° Rodd U
Name: Edva O odr.cE,Ut--L.
By —A• C / �---
Name:O J. Gutierrez -
Title: 0 ., anager Na " «a„n io..
Landlord --7,77
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