gloucester county leases foia response.6.23.15
TRANSCRIPT
Gloucester Department of Community Education PO BOX 1306
GLOUCESTER VIRGINIA 23061 804-693-5730 FAX 693-0509 EMAIL
clewisgloucestervainfo
Tuesday June 23 2015
Mr Kenneth Hogge Sr 1529 Laurens Road Gloucester Point VA 23062 Re FOIA Request Dear Mr Hogge Pursuant to your FOIA request received on June 5 2015 and as referenced in the packet of responsive documents please find enclosed all the identified public records that respond to your request FOIA provisions allow a locality to charge a reasonable fee to search for access compile and respond to requested records Staff time involved in responding to your request was 3 hours of clerical time at a rate of $15 per hour The total charge is $4500 Please remit payment by check made payable to the ldquoCounty of Gloucesterrdquo for the total amount and mail to the Gloucester County Treasurer Office 6489 Main Street Gloucester VA 23061 or you may bring the payment in person Please include the payment statement below with your payment If I may be of further assistance concerning your FOIA request please let me know Sincerely Christi A Lewis Christi A Lewis Director Gloucester Department of Community Education cc Sandy Wanner Interim County Administrator
E Ted Wilmot County Attorney Brian Lewis County Engineer Tara Thomas Treasurer
---------------------------------------------------------------------------------------------------------------------- COUNTY OF GLOUCESTER Date June 22 2015 FREEDOM OF INFORMATION ACT PAYMENT Mr Kenneth Hogge Sr Total Charge $45 Reference 1031018000000000-31899130 1529 Laurens Road Gloucester Point VA 23062
County of Gloucester
Request for Public Records Pursuant to the Virginia Freedom of Information Act (FOIA)
In order for the County of Gloucester to accurately process your request for public records under FOIA please provide the following information to help us assist you Date of Request ___________________ Time of Request _______________
Person Submitting Request _______________________________________________________
Mailing Address _______________________________________________________________
______________________________________________________________________________ City State Zip Code
Telephone Number(s) for Contact ________________________________________________
I understand that I will be charged for copying costs and may be assessed for the administrative time utilized to search for the documents or data requested A current schedule of costs is available upon request I request that all charges for supplying the records I have requested be estimated in advance I also understand that if charges are expected to exceed $200 I will be required to pay estimated charges in advance Description of Public Records Requested
RETURN COMPLETED FORM TO Freedom of Information Compliance Officer
Gloucester County Department of Community Education PO Box 1306 Gloucester VA 23061
Telephone (804) 693-5730 Fax (804) 693-0509 Email clewisgloucestervainfo
RECEIVING DEPARTMENTOFFICE
Person amp Department Receiving Request ___________________________________________ Request Received ___ In Person ___ By Phone ___ In Writing (includes e-mail amp attach to form)
FOIA OFFICER USE ONLY
Date Request Received by FOIA Office ________________ Response Type ___ Granted ___ Partial ___ Denied ___ Extension Requested amp Date __________ Response SentProvided Date _____________________ Specific Information Provided _____________________ Specific Charges and Payment _____________________ Revised 908
FINAL 121202
LEAS E
THIS DEED OF LEASE (Lease)~ entered into this Is11aay of December
2002 by and between Main Street Gloucester Inc a Virginia corporation with its
principal place of business at co Great Atlantic Management LLC 293 Independence
Boulevard Suite 400 Virginia Beach Virginia 23462 and the Board of Supervisors of
Gloucester County Virginia a political subdivision of the Commonwealth of Virginia
with its principal office and place of business at 6467 Main Street Gloucester Virginia
23061 Lessee
WITNESSETH
1 PREMISES Lessor hereby leases unto Lessee on the following terms and
conditions 24000 square feet inside dimensions (the Demised Premises) having
street address 6920 Main Street Gloucester Virginia 23061 located in and a part of
Gloucester Exchange Shopping Center 6289-6920 Main Street Gloucester Virginia
23061 (the Shopping Center) which Shopping Center is shown on the Plot Plan
attached hereto as Exhibit A and made a part hereof (with the Demised Premises being
outlined or marked thereon in yellow) together with each and every appurtenance thereto
Lessor is negotiating to aequire the Shopping Center Upon closing of such acquisition
Lessor represents and warrants that it owns lawful title to the Shopping Center (a) in fee
simple as to certain parcels and (b) as to the remainder of the Shopping Center as tenant
under the tenns of long tenn ground leases (the Ground Lease) each ofwhich has an
initial tenn expiring August 31 2012 The Shopping Center is more particularly
described on the legal description attached hereto and made a part hereof as Exhibit B
A complete copy ofthe Ground Lease is attached hereto and made a part hereof as
Exhibit D Lessor further represents and warrants that it shall not modifY any provision
of the Ground Lease related to (i) the initial tenn or any extended period of the Ground
Lease or (ii) any rights provided in the Ground Lease of any sublessee without the
written consent ofLessee such consent not to be unreasonably withheld conditioned or
delayed
2 TERM A COMMENCEMENT To have and to hold the Demised Premises
with the appurtenances thereto unto Lessee for the tenn provided hereafter upon the
covenants and agreements herein set forth the tenn of this Lease shall commence upon
(l) that date thirty (30) days after the Lessor has completed all work and renovation
required to be perfonned by it as described in Scope of Work Exhibit C attached
hereto and made a part thereof (but such date in no event shall be earlier than July 1
2003) or (2) the date on which Lessee shall open the Demised Premises for business to
the public whichever of said dates shall first occur such date being hereinafter referred
to as Commencement Date subject however to the provisions of Paragraph 2-C
hereof
2
B TERM RENEWAL TERMS USE The initial tenn (Initial Tenn) ofthis
Lease shall end on the last day of the tenth (10th) consecutive full Lease Year (as such
tenn is hereinafter defined) unless sooner tenninated as provided or pennitted herein
Lessor and Lessee shall enter into a Lease Modification Agreement confinning the
Commencement Date and expiration date of this Lease within thirty (30) days after the
Commencement Date It is expressly agreed that such action by Lessee shall not
constitute acceptance of such Demised Premises as being completed as required herein
Provided it shall not be in default hereunder Lessee shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) years each (each a Renewal
Term) upon the same terms and conditions as herein set forth except as to tenn
number of renewals rental and additional rental Lessee may extend this Lease for the
next Renewal Term by giving Lessor written notice as provided herein not less than one
hundred eighty (180) days prior to the expiration of the Initial Ternl or of the first
second or third Renewal Tenn as applicable In the event Lessee does not give notice of
exercising its right to renew this Lease all succeeding renewals shall terminate Lessor
in its sole discretion may waive the requirement that Lessee provide notice of at least one
hundred eighty (180) days ofLessees election to extend this Lease for the next Renewal
Term Lessee may use the Demised Premises for a public library media center and
community meeting facility and for no other purposes without the prior written consent
ofLessor which consent may not be unreasonably withheld conditioned or delayed
3
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
4
rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
6
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
7
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
County of Gloucester
Request for Public Records Pursuant to the Virginia Freedom of Information Act (FOIA)
In order for the County of Gloucester to accurately process your request for public records under FOIA please provide the following information to help us assist you Date of Request ___________________ Time of Request _______________
Person Submitting Request _______________________________________________________
Mailing Address _______________________________________________________________
______________________________________________________________________________ City State Zip Code
Telephone Number(s) for Contact ________________________________________________
I understand that I will be charged for copying costs and may be assessed for the administrative time utilized to search for the documents or data requested A current schedule of costs is available upon request I request that all charges for supplying the records I have requested be estimated in advance I also understand that if charges are expected to exceed $200 I will be required to pay estimated charges in advance Description of Public Records Requested
RETURN COMPLETED FORM TO Freedom of Information Compliance Officer
Gloucester County Department of Community Education PO Box 1306 Gloucester VA 23061
Telephone (804) 693-5730 Fax (804) 693-0509 Email clewisgloucestervainfo
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FINAL 121202
LEAS E
THIS DEED OF LEASE (Lease)~ entered into this Is11aay of December
2002 by and between Main Street Gloucester Inc a Virginia corporation with its
principal place of business at co Great Atlantic Management LLC 293 Independence
Boulevard Suite 400 Virginia Beach Virginia 23462 and the Board of Supervisors of
Gloucester County Virginia a political subdivision of the Commonwealth of Virginia
with its principal office and place of business at 6467 Main Street Gloucester Virginia
23061 Lessee
WITNESSETH
1 PREMISES Lessor hereby leases unto Lessee on the following terms and
conditions 24000 square feet inside dimensions (the Demised Premises) having
street address 6920 Main Street Gloucester Virginia 23061 located in and a part of
Gloucester Exchange Shopping Center 6289-6920 Main Street Gloucester Virginia
23061 (the Shopping Center) which Shopping Center is shown on the Plot Plan
attached hereto as Exhibit A and made a part hereof (with the Demised Premises being
outlined or marked thereon in yellow) together with each and every appurtenance thereto
Lessor is negotiating to aequire the Shopping Center Upon closing of such acquisition
Lessor represents and warrants that it owns lawful title to the Shopping Center (a) in fee
simple as to certain parcels and (b) as to the remainder of the Shopping Center as tenant
under the tenns of long tenn ground leases (the Ground Lease) each ofwhich has an
initial tenn expiring August 31 2012 The Shopping Center is more particularly
described on the legal description attached hereto and made a part hereof as Exhibit B
A complete copy ofthe Ground Lease is attached hereto and made a part hereof as
Exhibit D Lessor further represents and warrants that it shall not modifY any provision
of the Ground Lease related to (i) the initial tenn or any extended period of the Ground
Lease or (ii) any rights provided in the Ground Lease of any sublessee without the
written consent ofLessee such consent not to be unreasonably withheld conditioned or
delayed
2 TERM A COMMENCEMENT To have and to hold the Demised Premises
with the appurtenances thereto unto Lessee for the tenn provided hereafter upon the
covenants and agreements herein set forth the tenn of this Lease shall commence upon
(l) that date thirty (30) days after the Lessor has completed all work and renovation
required to be perfonned by it as described in Scope of Work Exhibit C attached
hereto and made a part thereof (but such date in no event shall be earlier than July 1
2003) or (2) the date on which Lessee shall open the Demised Premises for business to
the public whichever of said dates shall first occur such date being hereinafter referred
to as Commencement Date subject however to the provisions of Paragraph 2-C
hereof
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B TERM RENEWAL TERMS USE The initial tenn (Initial Tenn) ofthis
Lease shall end on the last day of the tenth (10th) consecutive full Lease Year (as such
tenn is hereinafter defined) unless sooner tenninated as provided or pennitted herein
Lessor and Lessee shall enter into a Lease Modification Agreement confinning the
Commencement Date and expiration date of this Lease within thirty (30) days after the
Commencement Date It is expressly agreed that such action by Lessee shall not
constitute acceptance of such Demised Premises as being completed as required herein
Provided it shall not be in default hereunder Lessee shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) years each (each a Renewal
Term) upon the same terms and conditions as herein set forth except as to tenn
number of renewals rental and additional rental Lessee may extend this Lease for the
next Renewal Term by giving Lessor written notice as provided herein not less than one
hundred eighty (180) days prior to the expiration of the Initial Ternl or of the first
second or third Renewal Tenn as applicable In the event Lessee does not give notice of
exercising its right to renew this Lease all succeeding renewals shall terminate Lessor
in its sole discretion may waive the requirement that Lessee provide notice of at least one
hundred eighty (180) days ofLessees election to extend this Lease for the next Renewal
Term Lessee may use the Demised Premises for a public library media center and
community meeting facility and for no other purposes without the prior written consent
ofLessor which consent may not be unreasonably withheld conditioned or delayed
3
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
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rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
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LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
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ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
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joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
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9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
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payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
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the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
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written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
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or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
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24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
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the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
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termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
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commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
FINAL 121202
LEAS E
THIS DEED OF LEASE (Lease)~ entered into this Is11aay of December
2002 by and between Main Street Gloucester Inc a Virginia corporation with its
principal place of business at co Great Atlantic Management LLC 293 Independence
Boulevard Suite 400 Virginia Beach Virginia 23462 and the Board of Supervisors of
Gloucester County Virginia a political subdivision of the Commonwealth of Virginia
with its principal office and place of business at 6467 Main Street Gloucester Virginia
23061 Lessee
WITNESSETH
1 PREMISES Lessor hereby leases unto Lessee on the following terms and
conditions 24000 square feet inside dimensions (the Demised Premises) having
street address 6920 Main Street Gloucester Virginia 23061 located in and a part of
Gloucester Exchange Shopping Center 6289-6920 Main Street Gloucester Virginia
23061 (the Shopping Center) which Shopping Center is shown on the Plot Plan
attached hereto as Exhibit A and made a part hereof (with the Demised Premises being
outlined or marked thereon in yellow) together with each and every appurtenance thereto
Lessor is negotiating to aequire the Shopping Center Upon closing of such acquisition
Lessor represents and warrants that it owns lawful title to the Shopping Center (a) in fee
simple as to certain parcels and (b) as to the remainder of the Shopping Center as tenant
under the tenns of long tenn ground leases (the Ground Lease) each ofwhich has an
initial tenn expiring August 31 2012 The Shopping Center is more particularly
described on the legal description attached hereto and made a part hereof as Exhibit B
A complete copy ofthe Ground Lease is attached hereto and made a part hereof as
Exhibit D Lessor further represents and warrants that it shall not modifY any provision
of the Ground Lease related to (i) the initial tenn or any extended period of the Ground
Lease or (ii) any rights provided in the Ground Lease of any sublessee without the
written consent ofLessee such consent not to be unreasonably withheld conditioned or
delayed
2 TERM A COMMENCEMENT To have and to hold the Demised Premises
with the appurtenances thereto unto Lessee for the tenn provided hereafter upon the
covenants and agreements herein set forth the tenn of this Lease shall commence upon
(l) that date thirty (30) days after the Lessor has completed all work and renovation
required to be perfonned by it as described in Scope of Work Exhibit C attached
hereto and made a part thereof (but such date in no event shall be earlier than July 1
2003) or (2) the date on which Lessee shall open the Demised Premises for business to
the public whichever of said dates shall first occur such date being hereinafter referred
to as Commencement Date subject however to the provisions of Paragraph 2-C
hereof
2
B TERM RENEWAL TERMS USE The initial tenn (Initial Tenn) ofthis
Lease shall end on the last day of the tenth (10th) consecutive full Lease Year (as such
tenn is hereinafter defined) unless sooner tenninated as provided or pennitted herein
Lessor and Lessee shall enter into a Lease Modification Agreement confinning the
Commencement Date and expiration date of this Lease within thirty (30) days after the
Commencement Date It is expressly agreed that such action by Lessee shall not
constitute acceptance of such Demised Premises as being completed as required herein
Provided it shall not be in default hereunder Lessee shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) years each (each a Renewal
Term) upon the same terms and conditions as herein set forth except as to tenn
number of renewals rental and additional rental Lessee may extend this Lease for the
next Renewal Term by giving Lessor written notice as provided herein not less than one
hundred eighty (180) days prior to the expiration of the Initial Ternl or of the first
second or third Renewal Tenn as applicable In the event Lessee does not give notice of
exercising its right to renew this Lease all succeeding renewals shall terminate Lessor
in its sole discretion may waive the requirement that Lessee provide notice of at least one
hundred eighty (180) days ofLessees election to extend this Lease for the next Renewal
Term Lessee may use the Demised Premises for a public library media center and
community meeting facility and for no other purposes without the prior written consent
ofLessor which consent may not be unreasonably withheld conditioned or delayed
3
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
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rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
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ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
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joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
simple as to certain parcels and (b) as to the remainder of the Shopping Center as tenant
under the tenns of long tenn ground leases (the Ground Lease) each ofwhich has an
initial tenn expiring August 31 2012 The Shopping Center is more particularly
described on the legal description attached hereto and made a part hereof as Exhibit B
A complete copy ofthe Ground Lease is attached hereto and made a part hereof as
Exhibit D Lessor further represents and warrants that it shall not modifY any provision
of the Ground Lease related to (i) the initial tenn or any extended period of the Ground
Lease or (ii) any rights provided in the Ground Lease of any sublessee without the
written consent ofLessee such consent not to be unreasonably withheld conditioned or
delayed
2 TERM A COMMENCEMENT To have and to hold the Demised Premises
with the appurtenances thereto unto Lessee for the tenn provided hereafter upon the
covenants and agreements herein set forth the tenn of this Lease shall commence upon
(l) that date thirty (30) days after the Lessor has completed all work and renovation
required to be perfonned by it as described in Scope of Work Exhibit C attached
hereto and made a part thereof (but such date in no event shall be earlier than July 1
2003) or (2) the date on which Lessee shall open the Demised Premises for business to
the public whichever of said dates shall first occur such date being hereinafter referred
to as Commencement Date subject however to the provisions of Paragraph 2-C
hereof
2
B TERM RENEWAL TERMS USE The initial tenn (Initial Tenn) ofthis
Lease shall end on the last day of the tenth (10th) consecutive full Lease Year (as such
tenn is hereinafter defined) unless sooner tenninated as provided or pennitted herein
Lessor and Lessee shall enter into a Lease Modification Agreement confinning the
Commencement Date and expiration date of this Lease within thirty (30) days after the
Commencement Date It is expressly agreed that such action by Lessee shall not
constitute acceptance of such Demised Premises as being completed as required herein
Provided it shall not be in default hereunder Lessee shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) years each (each a Renewal
Term) upon the same terms and conditions as herein set forth except as to tenn
number of renewals rental and additional rental Lessee may extend this Lease for the
next Renewal Term by giving Lessor written notice as provided herein not less than one
hundred eighty (180) days prior to the expiration of the Initial Ternl or of the first
second or third Renewal Tenn as applicable In the event Lessee does not give notice of
exercising its right to renew this Lease all succeeding renewals shall terminate Lessor
in its sole discretion may waive the requirement that Lessee provide notice of at least one
hundred eighty (180) days ofLessees election to extend this Lease for the next Renewal
Term Lessee may use the Demised Premises for a public library media center and
community meeting facility and for no other purposes without the prior written consent
ofLessor which consent may not be unreasonably withheld conditioned or delayed
3
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
4
rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
6
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
7
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
B TERM RENEWAL TERMS USE The initial tenn (Initial Tenn) ofthis
Lease shall end on the last day of the tenth (10th) consecutive full Lease Year (as such
tenn is hereinafter defined) unless sooner tenninated as provided or pennitted herein
Lessor and Lessee shall enter into a Lease Modification Agreement confinning the
Commencement Date and expiration date of this Lease within thirty (30) days after the
Commencement Date It is expressly agreed that such action by Lessee shall not
constitute acceptance of such Demised Premises as being completed as required herein
Provided it shall not be in default hereunder Lessee shall be entitled to extend the term of
this Lease for four (4) successive periods of five (5) years each (each a Renewal
Term) upon the same terms and conditions as herein set forth except as to tenn
number of renewals rental and additional rental Lessee may extend this Lease for the
next Renewal Term by giving Lessor written notice as provided herein not less than one
hundred eighty (180) days prior to the expiration of the Initial Ternl or of the first
second or third Renewal Tenn as applicable In the event Lessee does not give notice of
exercising its right to renew this Lease all succeeding renewals shall terminate Lessor
in its sole discretion may waive the requirement that Lessee provide notice of at least one
hundred eighty (180) days ofLessees election to extend this Lease for the next Renewal
Term Lessee may use the Demised Premises for a public library media center and
community meeting facility and for no other purposes without the prior written consent
ofLessor which consent may not be unreasonably withheld conditioned or delayed
3
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
4
rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
6
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
7
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
c LEASE YEAR DEFINED The term Lease Year as used herein shall mean
each twelve (12) full calendar months during the term hereof The first Lease Year shall
begin on the Commencement Date if the Commencement Date shall occur on the first
(1 st) day of the month otherwise the first Lease Year shall commence on the first day of
the first full month next following The period if any prior to the commencement of the
first Lease Year shall be a partial month
3 RENT The rental during the Initial Term shall be twelve thousand five hundred
and 00100 ($1250000) dollars per calendar month payable in advance on or before the
first day of each month without offset or demand except as otherwise provided herein
The monthly rental during the first Renewal Term shall be the lesser of (a) $1375000
(representing a 10 increase over the monthly rental during the Initial Term) and (b) the
monthly rental calculated by multiplying the $12500 by a fraction the numerator of
which is the South Consumer Price Index (All Items All Urban Consumers) for the last
month of the Initial Term and the denominator of which is the South Consumer Price
t ~
Index (All Items All Urban Consumers) for the month in which the Commencement
Date occurs (representing an increase based upon the increase in the South Consumer
Price Index (All Items All Urban Consumers) during the Initial Term) Such monthly
rental shall be payable in monthly installments in advance on or before the first day of
each month of the first Renewal Term without offset or demand except as otherwise
provided herein The monthly rental during the second third and fourth Renewal Terms
shall be the lesser of (a) the monthly rental calculated by multiplying (i) the monthly
4
rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
6
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
7
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
rental during the last month ofthe immediately preceding Rcnewal Ternl by (ii) 110
(representing a 10 increase over the monthly rental during the immediately preceding
Renewal Term) and (b) the monthly rental calculated by multiplying the monthly rental
during the last month of the immediately preceding Renewal Term by a fraction the
numerator ofwhich is the South Consumer Price Index (All Items All Urban
Consumers) for the last month of the immediately preceding Renewal Term and the
denominator of which is the South Consumer Price Index (All Items All Urban
Consumers) for the first month of the immediately preceding Renewal Term
(representing an increase based upon the increase in the South Consumer Price Index
(All Items All Urban Consumers) during the immediately preceding Renewal Term)
4 POSSESSION Lessor shall be deemed to have delivered possession ofth
Demised Premises to Lessee when all work and renovation required to be performed it
as described in Exhibit C has been substantially completed (except for minor punchlist
items which do not affect Lessees ability to conduct its business in the Demised
Premises) and when Lessor has notified Lesse~i~~E[2J~~~~~J~n Lessor and Lessee agree that it is the intention of the parties that upon the completion by Lessor of
all work and renovation required to be perfonned by Lessor as described in Exhibit C
the Demised Premises will be suitable for tunlkey operation by Lessee of its public
library
5
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
6
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
7
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
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enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
LESSOR REPRESENTS AND WARRANTS THAT IT SHALL USE ITS BEST
EFFORTS TO COMPLETE ALL OF ITS WORK AND RENOVATION OF THE
DEMISED PREMISES AS DESCRIBED IN EXHIBIT C ON OR BEFORE
July 1 2006
5 LESSORS SCOPE OF WORK See Exhibit C Lessee shall give Lessor
notice of any punch list items remaining incomplete within thirty (30) days after Lessee
opens for business in the Demised Premises In the event Lessor has not completed or
corrected said punchlist items within thirty (30) days after written notice from Lessee
Lessee shall have the right to complete or correct such items and deduct the cost thereof
from any monthly rentals thereafter payable pursuant to this Lease
6 ANCHOR TENANTS Intentionally deleted
7 EXCLUSIVE USE COVENANT During the term of this Lease and any
renewal thereof Lessor covenants and agrees that no portion of the Shopping Center shall
be leased to or otherwise occupied by businesses operating tattoo parlors adult book
stores or without the prior written consent ofLessee by businesses which derive more
than sixty (60) percent of their gross revenues from the sale of tobacco products or which
derive more than sixty (60) percent oftheir gross revenues from the sale of beer wine
and other alcoholie beverages in the Shopping Center notwithstanding the foregoing the
consent ofLessee shall not be required for the operation of a convenience store or an
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ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
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joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
ABC Store in the Shopping Center The foregoing covenant shall not apply to any
existing tenants or leases with tenants in the Shopping Center executed prior to the
execution hereof but Lessor agrees not to modifY nor to the extent legally and
contractually possible to permit an assignment or sublease under an existing lease in
violation of the foregoing covenant Should Lessee (or a subtenant or assignee of Lessee)
cease to conduct business in the Demised Premises for a period of sixty (60) consecutive
days this covenant automatically shall terminate one hundred eighty (180) days from the
date of cessation of business This covenant shall run with the land
Lessor acknowledges that in the event of any breach ofthe provisions of this
Lease by Lessor Lessees remedies at law would be inadequate and therefore and in that
event Lessee shall be entitled to cancel this Lease or to injunctive or such other relief as
Lessee may elect in its sole discretion Lessees remedies in any event shall be
cumulative
8 COMMON AREA The Shopping Center is shown on the plot plan attached
hereto as Exhibit A Such plot plan designates the location and size of all buildings
constructed store sizes sidewalks and parking areas Lessor represents and warrants that
the parking areas shall be suftlcient for adequate parking ofcustomer cars customer
parcel pickup facilities and Lessees delivery service areas All that portion ofthe
Shopping Center not covered from time to time by buildings or other improvements
now or hereafter constructed thereon is to be common area (the Common Area) for the
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joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
joint use of all tenants customers invitees and employees of occupants of the Shopping
Center (including Lessee) for access and parking Lessor agrees that it will not erect or
permit to be erected a kiosk or any other structure which would block visibility traffic
now or access to the Demised Premises in the No Build Area outlined andor marked
in red on Exhibit A without the prior written consent ofLessee which consent shall not
be unreasonably withheld conditioned or delayed Lessor agrees at its own expense to
maintain all Common Area in good repair to keep such area (including all sidewalks and
parking areas) clean to remove snow and ice therefrom to keep the Common Area
(including any parking areas and sidewalks) lighted during hours of darkness when the
Demised Premises are open for business and no later than 1200 am and to keep the
parking areas properly paved and striped to assist in the orderly parking of cars Unless
caused by the negligence or willful act of Lessee its agentsemployees or contractors
any claims causes of actions or judgments for damage to property and any claim cause
of action or judgment arising from or out of the injury or death of any person while on
the Common Area (including any parking areas and sidewalks) shall be the responsibility
of Lessor and Lessor agrees to indemnity and hold Lessee harmless from such claims
causes of action or judgments and to carry comprehensive general liability insurance on
the Common Area (including any parking areas and sidewalks) as set forth below
Lessors indemnification of Lessee includes any reasonable expenses and attorneys fees
which the Lessee may reasonably incur in defending any such claims Lessors
indemnification of Lessee shall in no way be limited by or to Lessors insurance
Lessors indemnification of Lessee shall survive expiration or termination of this Lease
8
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
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enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
9 MAINTENANCE During the Initial Term and any Renewal Terms of this
Lease Lessor shall maintain at its cost and expense in good condition and shall perfonn
all necessary maintenance repair and replacement to the exterior of the Demised
Premises including but not limited to all paved areas of the Shopping Center the roof
foundation structural portion of the floors exterior and load-bearing walls all exterior
utility lines and pipes and all other structural portions of the building in which the
Demised Premises is located Lessee assumes liability for damage to plate glass
windows locks and doors which are part of the Demised Premises Lessee shall maintain
in good order and condition the interior of the Demised Premises (including subject to
the provisions of Section 10 interior walls interior plumbing interior lighting bulb and
ballast replacement and interior electrical) during the Initial Term of this Lease and any
Renewal Terms and shall return the Demised Premises to Lessor thereafter in its same
condition ordinary wear and tear excepted Notwithstanding any ofthe provisions of this
Lease Lessee shall not be required to remove at the expiration or termination of this
Lease (including any Renewal Terms) any computer or telecommunications wiring
installed by Lessor or Lessee in the Demised Premises Lessor has the right and
responsibility upon reasonable notice to Lessee to enter the Demised Premises
periodically at any reasonable time to inspect the condition of the Demised Premises
and to make repairs All construction repairs restorations or payments which are
obligations of Lessor shall be completed or made within a reasonable time Should
Lessor neglect or refuse to make or commence such construction repairs restorations or
9
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
payments within thirty (30) days after notice has been given by Lessee (no notice is
required however in emergency situations when property loss or injury to persons is
threatened) Lessee without liability or forfeiture of its term or terms herein may make
or perform (but shall not be required to do so) such construction repairs restorations
maintenance cleaning or payments and deduct the reasonable cost thereof from the rent
or other monies thereafter payable provided however to the extent such offset
(including any other offsets provided hereunder) would exceed fifty percent (50) of the
monthly rental then payable such excess shall be carried forward and applied to future
monthly rentals in accordance with this proviso until all such costs have been recovered
by Lessee Any such deductions shall not constitute a default by Lessee unless Lessee
shall fail to pay the amount of such deduction to Lessor within thirty (30) days after a
final adjudication by a court of competent jurisdiction that such amount is owing to
r-shy~ Lessor Any repairs or other work done by Lessor shall be performed so as to cause the
least interference possible with Lessees operations
10 FIXTURES AND EQUIPMENT Lessor shall at all times fumishthe necessary
heating lighting plumbing and air conditioning equipment and mechanical systems in
the Demised Premises and shall be responsible for the entire cost of major repairs and
replacement of all such equipment except those resulting from the lack of routine
maintenance neglect or willful acts of Lessee and its employees agents and contactors
Lessee shall be responsible for the entire cost of minor repairs and routine maintenance
Lessor agrees that Lessee may utilize its own trained staff for Lessees maintenance of
10
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
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enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
the HV AC systems required herein Minor repairs or replacements are defined as any
repairs or replacements costing less than $100000 per occurrence and major repairs or
replacements are defined as any repairs or replacements costing $100000 or more per
occurrence Lessee shall at all times have the right to remove any fixture or item of
equipment installed by it in the Demised Premises (except items of maintenance minor
repair or replacement described above) provided however that it repairs any damage
which may be caused by such removal Lessor warrants to Lessee that upon acceptance
of the Demised Premises by Lessee the condition of the Demised Premises will be in
good order and that all plumbing and sewage facilities all mechanical equipment
including but not limited to air conditioning heating and sprinkler system if any will
be operative mechanically sound and in good repair Lessor will at its cost and expense
supply any apparatus appliance or material and will cause work to be done in and about
the Demised Premises and the Common Area which may be required or ordered by any
lawful authority unless required as a result of Lessees specific use of the Demised
Premises or alterations perfonned by Lessee after Lessee receives its initial certificate of
occupancy
11 ENTRANCES Lessee shall have unrestricted use and access in common with
other tenants and occupants of the Shopping Center to all entrances passways and
delivery lanes to the Demised Premises and easements adjacent thereto
11
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
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written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
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To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
12 UTILITIES Lessee shall have the right to select its utility service providers and
shall pay for all utilities used by it in the Demised Premises during the Initial Term of this
Lease and any Renewal Terms
13 TAXES AND ASSESSMENTS Lessor shall pay at its cost and expense all
taxes assessments (including special assessments) and charges of a similar nature which
may be levied by any governmental entity with respect to the Demised Premiseso
14 ASSIGNMENT AND SUBLETTING Except as provided below Lessee may
not assign or sublet the Demised Premises without the prior written consent of the Lessor
Lessor covenants that its consent shall not be unreasonably withheld conditioned or
delayed Lessors consent to anyone assignment or sublease shall not relieve Lessee or
its successor of the requirement to obtain Lessors consent to each and every subsequent
assignment or sublease Lessee shall not be relieved from any of the terms and
conditions of this Lease following any subletting or assignment Lessee shall deliver to
Lessor a written assumption of all obligations of Lessee under this Lease by such
assigneesublessee before the assignment is valid After such assignment the word
Lessee as used herein shall mean any such assignee Lessee shall however have the
right without Lessors consent to enter into an assignment of this Lease or a sublease of
the Demised Premises to any affiliated entity ofLessee provided however that such
entity shall assume in writing Lessees obligations hereunder Except as provided below
Lessor may not assign or sublet its interest in the Shopping Center without the prior
12
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
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enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
written consent ofLcssee which consent may not be unreasonably withheld After such
assignment the word Lessor as used herein shall mean any such assignee Lessor shall
however have the right without Lessees consent and after completion of the acquisition
and renovation of the Shopping Center by Lessor to assign its interest in the Shopping
Center to (i) Main Street Center Inc a Virginia nonprofit corporation fonned to operate
the Shopping Center or Oi) another nonprofit corporation formed to operate the Shopping
Center and to the extent practicable to promote the perfonning arts in the Shopping
Center In the event of such assignment to Main Street Center Inc or to another
nonprofit corporation as described in (ii) Main Street Center Inc or such other nonprofit
corporation shall assume in vriting all Lessors obligations hereunder
15 SIGNS Lessor agrees that it will pennit Lessee to place its internally illuminated
individual letter sign on the exterior of the Demised Premises such sign design and sign
size to be reasonably satisfactory to Lessor Lessee may replace such sign from time to
time with its then current standard individual letter sign type If a tower monument or
any other type of sign should be erected to advertise tenants in the Shopping Center at
some point in the future Lessor agrees that Lessee shall be pennitted to install its sign
face and Lessee shall have its choice of placement of its sign face within the area
advertising tenants
16 SATELLITE COMMUNICATIONS SYSTEM Lessor agrees that at any time
during the Initial Tenn of this Lease (and any Renewal Terms) Lessee shall have the
13
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
right to install for its own use only at or on the roof above the Demised Premises one (1)
satellite communications antenna and related equipment (the Equipment) IfLessee
shall install such Equipment Lessee shall do so at its own cost and expense and in
accordance with all applicable laws mles and regulations Additionally Lessee shall
defend indemnify and hold Lessor harmless from and against any claims damages
costs or expenses incurred by Lessor as a result of such installation by Lessee Lessee
shall install such Equipment so as not to penetrate the roof If Lessee shall install the
Equipment Lessee shall be responsible for the maintenance and repair thereof at
Lessees sole cost At the expiration or other termination of this Lease the Equipment
shall remain the property of Lessee and shall be removed by Lessee and Lessee shall
repair any damage caused by such removal
Lessor acknowledges that the satellite communications system is an important and
integral part of Lessees business and is required to be operational when Lessee is open
for business Lessor agrees to take all reasonable steps necessary for the timely approval
ofLessees specific satellite antenna installation plan if such approval is required by any
governmental authority or agency
17 LESSEES BUSINESS OPERATION Lessor and Lessee agree that nothing in
this Lease shall be constmed to imply that Lessee is required to conduct its business in
any particular manner or for any specified number ofhours per day or week or to limit
the number of hours per day or week that Lessee may operate in the Demised Premises
14
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
or as creating an implied or express obligation upon Lessee to continuously occupy or
operate a business in the Demised Premises IfLessee intentionally closes its business
operation in the Demised Premises to the public for at least thirty (30) consecutive days
Lessor shall have the right (but not the obligation) to terminate this Lease within sixty
(60) days thereafter by giving thirty (30) days prior written notice to Lessee
18 LESSEES INSURANCE At all times during the term of this Lease Lessee
shall at its sole cost carry and maintain commercial general liability insurance including
contractual liability insuring Lessee against claims for injury wrongful death or
property damage occurring in the Demised Premises with combined minimum policy
limits of $2000000 per occurrence Lessor shall be named as an additional insured
under Lessees insurance subject to the provisions ofthis Lease Lessee may provide the
insurance herein required in any blanket policy or policies which it carries Lessee shall
provide Lessor with a certificate of insurance as evidence of such coverage All policies
shall contain a clause stating that there shall be no reduction cancellation or non-renewal
of coverage without giving Lessor thirty (30) days prior written notice
19 ALTERATIONS Lessee shall not make any structural alterations or additions to
the Demised Premises without first obtaining the Lessors written consent which consent
Dshall not be unreasonably withheld conditioned or delayed At the expiration or earlier
termination ofthis Lease Lessee shall remove all non-structural alterations which were
made in the Demised Premises by the Lessee provided Lessor notified Lessee in writing
15
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
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enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
at the time Lessor granted its consent to make such alteration or addition that such
alteration or addition must be removed upon the expiration or earlier termination ofthe
Lease Lessee shall repair any damage caused by removal of the alterations
20 MECHANICSLIENS Lessee shall not allow and Lessor shall not be
responsible for any mechanics liens filed against the Demised Premises or Shopping
Center arising from work performed or materials supplied to the Demised Premises or
Shopping Center by Lessee or Lessees agents employees contractors subcontractors or
materialmen Lessee agrees to fully indemnify and hold harmless Lessor from and
against any such claims and liens and Lessee shall immediately pay and discharge the
same or cause same to be removed as a lien by providing adequate bond
21 DAMAGE TO BUILDING If all or any portion of the Demised Premises shall
be condemned I by lawful authority as unsafe or unfit for use or if the Demised Premises
is partially or wholly destroyed or damaged by fire or other casualty such as to render it
partially or wholly untenantable this Lease shall at the option of either party terminate
unless the Demised Premises can be repaired or restored within one hundred twenty (120)
days During any such reconstruction period the Lease shall be continued but the rental
shall be abated during the period of time while the Demised Premises cannot be
occupied Any rental paid in advance and at the time unearned shall be refunded Should
the Demised Premises be damaged but remain tenantable Lessor shall immediately repair
the damage and there shall be an equitable abatement of rent during the period of repair
16
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
or restoration Notwithstanding anything in the foregoing to the contrary in the event the
Lease is not terminated and such casualty occurs during the last eighteen (18) months of
the Initial Term or any Renewal Term Lessee shall be required as a further condition of
repair and replacement by Lessor to exercise the next Renewal Term if any
22 RENT PAYMENT Lessees rental checks shall be made payable as directed in
writing by Lessor and mailcd to the address directed in writing by Lessor
23 COMPLIANCE WITH LAWS Lessor shall at Lessors sole cost and expense
comply with all codes and requirements of all county municipal state and federal laws
and regulations now in force or which may hereafter be in force which pertain to the
physical stmctural or environmental condition of the Shopping Center or the Demised
Premises including without limitation laws and regulations pertaining to disabled
persons asbestos radon and hazardous substances In the event asbestos or any other
materials deemed hazardous by a governing authority (provided such hazardous material
has not been introduced by Lessee) is required by law to be removed from the Demised
Premises Lessor shall perform such removal at its own cost and expense (and shall
indemnify Lessee from any costs incurred by Lessee related to such hazardous material)
Lessee shall at Lessees sole cost and expense comply with all codes and requirements
Oof all county municipal state and federal laws and regulations including environmental
laws now in force or which may hereafter be in force which pertain to Lessees specific
use of the Demised Premises
17
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
24 HOLD HARMLESS Lessor agrees to hold Lessee harmless from any and all
claims which may arise from on in or about the Demised Premises when such claims
arise out of or are caused in whole or in part by a defective dangerous or unsafe
condition of the Demised Premises equipment fixtures or appurtenances required by
law or the terms hereof to be maintained by Lessor To the extent allowed by law Lessee
agrees to hold Lessor harmless from any and all claims which may arise in the Demised
Premises when such claims arise out of or are caused in whole or in part by a defective
dangerous or unsafe condition of the Demised Premises equipment fixtures or
appurtenances required by law or the temis hereof to be maintained by Lessee
25 CONDEMNATION In the event the Demised Premises or any portion thereof
are taken in condemnation proceedings Lessee may terminate this Lease without further
liability on the part of Lessee if notice to such effect is given to Lessor within thirty (30)
days of such taking In the event any substantial part ofthe buildings parking areas or
Common Area of the Shopping Center or rights-of-way adjoining or approaches to the
Shopping Center are taken in condemnation proceedings so that in the reasonable
business judgment ofLessee the Demised Premises remaining would be unsatisfactory
for Lessees business operation Lessee may terminate this Lease upon not less than
ninety 0(90) days prior written notice to Lessor or at its sole option and discretion
retain the Demised Premises in which event Lessor will restore the entire remaining
Shopping Center to proper tenantable condition forthwith Until the Shopping Center and
18
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
the Demised Premises are restored to reasonable tenantable condition rental shall totally
abate Thereafter rental shall be reduced in proportion to the amount ofbuilding area of
the Demised Premises lost in proportion to the effect of the loss of such area on Lessees
business For the purpose of this paragraph the term condemnation proceedings shall
include conveyances and grants made in anticipation of or in lieu of condemnation
proceedings Nothing herein contained shall constitute a waiver of Lessees right to
independently pursue and retain all damages for compensation but awards made to
Lessee shall not reduce any compensation awarded to Lessor
26 DEFAULT A LESSEES DEFAULT (i) IfLessee defaults in the performance
of any obligation under this Lease Lessor may give notice to Lessee specifying the
nature of the default IfLessee does not within thirty (30) days after receipt of the
notice cure the default other than a default in the payment of rent or other charges or if
the default is of a nature that it cannot reasonably be cured within a period ofthirty (30)
days and Lessee does not commence and proceed with reasonable diligence and in good
faith to cure the default then after the expiration of the thirty (30) day period (or longer
period for certain defaults) Lessor shall have the right to pursue its rights and remedies
under this Lease or at law andor in equity including termination of this Lease or an
injunction all such rights being cumulative IfLessee does not within fifteen (15) days
after receipt of the notice cure a default in the payment of rent or other charges then
after the expiration of the fifteen (15) day period Lessor may exercise any or all remedies
available hereunder or at law or in equity as to the default andor serve notice of
19
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
termination upon Lessee but only during the continuance of the default stating the date
of termination which shall be at least thirty (30) days after the date on which the notice
of termination is received by Lessee and upon the date specified in the notice this Lease
and the term hereof shall cease and expire (provided the default shall not have been cured
by that date) and Lessee shall then quit and surrender the Demised Premises but Lessee
shall remain liable as hereinafter provided
(ii) If this Lease and the term hereof shall cease and expire pursuant to
subsection (i) of this Section 26(A) Lessor may dispossess or remove Lessee or any
other occupant of the Demised Premises by summary proceedings or otherwise remove
their effects and hold the Demised Premises as if this Lease had not been made except
that after the dispossession or removal (1) the fixed monthly rental and other charges
shall be paid up to the date of the dispossession or removal (2) Lessor may relet the
Demised Premises or any part or parts thereof in the name of Lessor for a term or terms
which may at the option ofLessor be less than or exceed the period which would
otherwise have constituted thebalance of the term of this Lease and (3) Lessee shall pay
to Lessor as liquidated damages any deficiency between the fixed monthly rental and
other charges due hereunder and the amount if any of the rentals collected on account of
the new lease or leases ofthe Demised Premises for each month of the period which
would otherwise Dhave constituted the balance ofthe term of this Lease (not including
any Renewal Terms the commencement of which shall not have occurred prior to the
dispossession or removal) In computing liquidated damages there shall be added to the
20
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
deficiency the reasonable expenses which Lessor incurs in connection with reletting the
Demised Premises for reasonable attorneys fees reasonable brokerage fees and for
keeping the Demised Premises in good order for reletting (but not renovation costs) Any
suit brought to collect the amount ofthe deficiency for any month or months shall not
prejudice in any way the rights ofLessor to collect the deficiency for any subsequent
month or months by a similar proceeding Lessor shall not be liable for failure to re-Iet
for failure to collect the rent under the re-Ietting unless Lessor shall not have used
reasonable efforts to promptly re-Iet the Demised Premises for the reasonable rental value
thereof and to collect the rent under the re-Ietting
B LESSORS DEFAULT (i) IfLessor shall be in default hereunder Lessee shall
give Lessor thirty (30) days written notice outlining said default and if after said thirty
(30) day notice Lessor has not cured or commenced cure of such default then Lessee
shall have the right but not the obligation to cure the default and Lessor shall pay to
Lessee upon demand the reasonable costs thereof and Lessee may deduct same from any
payments for monthly rental or additional rental provided however in the event such
deduction would result in the payment for monthly rental and additional rental being
reduced by more than 50 of the payment otherwise due for such month the excess
amount over 50 shall be carried forward to future months and applied to reduce future
monthly rentals and additional rental payments until all costs incurred by Lessee to cure
the default have been recovered by Lessee Where in Lessees reasonable judgment an
emergency involving damage to property or injury to persons shall exist Lessee may
21
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
commence to cure such default without notice Except when in Lessees reasonable
judgment an emergency shall exist Lessee shall not commence to cure any dcfault of a
nature that could not reasonably be cured within a period of thirty (30) days provided
Lessor shall have commenced to cure the default within the cure period and so long as
Lessor proceeds with reasonable diligence and in good faith to cure the default
(ii) Ifpursuant to an order judgment or decree entered by any court of
competent jurisdiction (1) a receiver trustee or liquidator ofLessor or of all or
substantially all of the assets ofLessor shall be appointed (and such appointment shall
not be dismissed within thirty (30) days) or (2) Lessor shall be adjudicated a bankrupt or
insolvent or (3) a petition seeking reorganization ofLessor or an arrangement with
creditors or a petition to take advantage of any insolvency law shall be approved and
upon the happening of any of the foregoing contingencies the trustee ofLessor shall fail
to assume affirmatively this Lease or any covenant therein within the statutory period
allotted therefore or if this Lease be deemed rejected after an order is entered directing
that a trustee not be appointed and as a result of the happening of any of these
contingencies the fixed monthly rental or other charges herein reserved or the Lessees
rights or obligations hereunder or the Lessors obligations hereunder shall be modified or
abrogated then Lessee shall have the right at its option to terminate this Lease by the
Oservice upon Lessor and the trustee (if appointed) of a notice of termination of this
Lease stating the date of termination which date shall be at least thirty (30) days after the
date on which the notice is served and upon the date specified in the notice this Lease
22
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
and the term hereof shall automatically cease and expire and Lessee shall then quit and
surrender the Demised Premises but Lessee shall be entitled to a refund of any fixed
monthly rental or other charges paid in advance for any period beyond the date of
tennination and to assert any claim it may have for the loss of its leasehold
27 MUTUAL RELEASE Lessee hereby releases Lessor from all liability resulting
from loss or damage caused by fire or other hazard to Lessees contents in the Demised
Premises provided such fire or other casualty is not brought about by the negligent act or
omission or willful misconduct of the Lessor its agents or employees Lessor hereby
releases the Lessee from any and all liability for any loss or damage caused by fire or
other hazards to the Demised Premises provided such fire or other casualty is not brought
about by the negligent act or omission or willful misconduct of Lessee its agents or
employees Lessor and Lessee agree that all insurance policies shall include a clause
waiving rights of subrogation and recovery against the other consistent with the
provisions ofthis Section
28 QUIET POSSESSION Lessor covenants that it will put Lessee into complete
and exclusive possession of the Demised Premises free from all orders restrictions and
Dnotices ofany public quasi-public authority or otherwise that would keep Lessee from
using the Demised Premises for the use granted herein including but not limited to acts
or omissions of Lessor and that ifLessee shall pay the rental and perfonn all the
covenants and provisions of this Lease to be perfonned by Lessee the Lessee shall
23
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
during the Initial Telm and any Renewal Telms freely peaceably and quietly occupy and
enjoy the full possession of the Demised Premises and the tenements and appurtenances
thereto belonging and the rights and privileges granted In addition Lessor agrees to
indemnify defend and hold Lessee harmless from any and all claims seeking to prevent
Lessee from quiet and complete possession of the Demised Premises If at any time
during the Initial Term or any Renewal Term the title of the Lessor shall fail or for any
reason it shall appear that Lessor is unable to make this Lease for the term or on the
I
conditions set forth the Lessee shall in addition to all remedies available at law or in
equity have the right (but not the obligation) at Lessors expense to correct any default at
Lessors expense or to terminate this Lease
29 HOLDING OVER Any holding over by Lessee beyond the Initial Telm and any
Renewal Term shall be on the same terms and conditions as contained herein except that
the monthly base rental shall increase to one hundred twenty-five percent (125) of the
most recent monthly base rental and shall be a periodic tenancy terminable by either
party upon thirty (30) days prior written notice to the other party
30 NOTICES All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing by any of the following methods
(i) personally (ii) by certified mail (with postage prepaid and return receipt requested) or
(iii) by nationally recognized overnight courier providing signed proof of delivery and
addressed as follows
24
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
To Lessor Main Street Gloucester Inc clo Great Atlantic Management LLC 293 Independence Boulevard Suite 400 Virginia Beach VA 23462
With a copy (which shall not constitute notice) to
Alan A Diamonstein Esquire Patten Wornom Hatten amp
Diamonstein LC Suite 360 12350 Jefferson Avenue Newport News Virginia 23602
and
To Lessee County of Gloucester 6467 Main Street P O Box 329 Gloucester Virginia 23061 Attention County Administrator
With a copy (which shall not constitute notice) to
County Attorney County of Gloucester 7400 Justice Drive P O Box 1309 Gloucester Virginia 23061
or at such other place or places as a party may designate to the other party in writing fiom
time to time given in accordance with the provisions of this Section Date of service of a
notice served by mail shall be the date on which such notice is deposited in a post office
of the United States Post Office Department certified mail with postage prepaid and
return receipt requested Date of service by any other method shall be the date of receipt
25
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
31 ESTOPPEL CERTIFICATES Upon the reasonable request of either party
Lessor and Lessee agree to execute and deliver to the requesting party within ten (10)
days after receipt of the request a written instrument (a) certifying that this Lease has
not been modified and is in full force and effect or if there has been a modification of
this Lease that this Lease is in full force and effect as modified stating such
modifications (b) stating that the fixed monthly rental has not been paid more than thirty
(30) days in advance or if so the date to which it has been paid (c) stating whether or
not to the knowledge of the party executing the instrument the other party hereto is in
default and if the party is in default stating the nature of the default and (d) stating the
Commencement Date
32 SUBORDINATION NON-DISTURBANCE AND ATTORNMENT Lessee
agrees that this Lease shall at Lessors request be subject and subordinate to any first
mortgage or deed of trust placed upon the Shopping Center upon the condition that the
mortgagee or holder of a deed of trust provide Lessee with an acceptable non-disturbance
agreement in a form and substance satisfactory to Lessee with respect to the mortgage or
deed of trust Lessor agrees upon Lessees request and to the extent provided in the
Ground Lease to provide Lessee with an acceptable non-disturbance agreement with
respect to the Ground Lease in form and substance satisfactory to Lessee
Any non-disturbance agreement so provided shall be an agreement in recordable form
between Lessee Lessor and the holder of the mortgage or deed of trust (or the ground
26
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
lessor under the Ground Lease as the case may be) binding on the holder and on future
holders (or thc ground lessor under thc Grbund Lease as the case may be) and shall
provide among other things that so long as this Lease shall be in full force and effect
(a) all condemnation awards and proceeds of Lessors fire and Oextended casualty
insurance shall be applied or paid in the manner set forth in this Lease (b) neither the
holder or any other holder of a mortgage or deed of trust encumbering the Shopping
Center shall name or join Lessee as a party defendant or otherwise in any suit action or
proceeding to enforce the mortgage or deed of trust nor will this Lease be terminated
(except as permitted by the provisions of the Lease) or otherwise will the possession of
the Demised Premises by Lessee be affected by the enforcement of any rights given to
the mortgagee or holder of the deed of trust (or the termination of the Ground Lease as
the case may be)
33 ENTIRE AGREEMENT This Lease and its exhibits and attachments if any
contain the entire agreement between the parties relating to the Demised Premises and
there are no covenants express or implied except as contained herein No statement
promise or inducement made by either party or agent of either party that is not contained
in this Lease shall be valid or binding No waiver of any condition or covenant of this
Lease by either party shall be deemed to imply or constitute a further waiver of the same
or any other condition or covenant of the Lease
27
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
34 CAPTIONS All captions and headings are for convenience of reference only and
in no way shall be used to construe or modifY the provisions set forth in this Lease
35 INVALIDITY OF CERTAIN PROVISIONS If any provisions of this Lease
shall be invalid or unenforceable the remainder of the provisions of this Lease shall not
Dbe affected and every other provision of this Lease shall be enforceable to the fullest
extent permitted by law
36 NO WAIVER The failure of the Lessor or Lessee to insist upon the strict
performance of any provisions of this Lease or the failure ofLessor or Lessee to exercise
any right option or remedy contained in this Lease shall not be construed as a waiver for
the future of any such provision right option or remedy or as a waiver of any
subsequent breach No provision of this Lease shall be deemed to have been waived
unless such waiver shall be in writing signed by the party to be charged
37 FORCE MAJEURE If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by any
strike lockout labor dispute inability to obtain labor or materials Act of God
governmental restriction regulation or control enemy or hostile governmental action
civil commotion insurrection sabotage fire or other casualty or any other condition
beyond the reasonable control of the responsible party then the time to perform the
28
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
obligation or satisfy the condition shall be extended for a period of time equal in length to
the length of the event
38 BINDING EFFECT CHOICE OF LAW This lease shall bind and inure to the
benefit of the parties hereto their successors and permitted assigns This Lease
(including detennination of final execution and delivery) shall be construed III
accordance with the laws of the Commonwealth of Virginia notwithstanding its
conflict of laws provisions
39 COMMON AREA MAINTENANCE Lessee agrees to pay Lessor its
proportionate share (23) of Lessors actual cost of care and maintenance of the
Common Area (including any sidewalks or parking areas) Care and maintenance shall
include Jighting cleaning security snow removal and striping but shall not include
capital repairs (such as repaving or paving repairs) Lessees proportionate share has
been computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center
Lessee will pay Lessor $104000 per month to be applied by Lessor to Lessees share of
such Common Area costs such payment to be made by Lessee per month with the
monthly rental during the first (1 st) year of the Initial Term Within ninety (90) days after
the end of each calendar year Lessor will furnish Lessee with an itemized statement of
29
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
30
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
total Common Area expenses along with the Lessees proportionate share of such costs
for the portion of the calendar year Lessee has occupied the Demised Premises If the
sum of Lessees annual monthly payments exceeds its proportionate share of the
Common Area maintenance costs for the portion of the calendar year Lessee has
occupied the Demised Premises Lessor shall include its check to reimburse Lessee in the
amount of the overpayment along with the itemized statement If Lessees obligation
exceeds the sum of its monthly contributions for the portion of the calendar year Lessee
has occupied the Demised Premises Lessee shall make the additional payment to Lessor
within thirty (30) days of receipt of the annual statement and the new monthly amount to
be paid by Lessee shall be based upon the total costs charged for the prior calendar year
Lessee shall not be obligated to the Lessor to pay more than the foregoing $104000 per
month under this Clause until Lessee has received from Lessor an itemized statement of
total Common Area expenses along with the computation of Lessees proportionate share
of such costs Lessors failure to submit to Lessee the annual statement within twelve
(12) months after the end of the calendar year shall nUllifY and abrogate Lessors right to
collect additional reimbursements from Lessee for that particular calendar year
40 REAL EST ATE TAXES Lessee shall pay its proportionate share (23) of any
general real estate taxes (excluding special assessments) paid by Lessor for the Shopping
Center Lessees proportionate share has been computed according to the ratio which the
number of square feet of the Demised Premises bears to the total number of square feet of
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all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
all rentable area included in the buildings comprising the Shopping Center Lessor will
furnish Lessee records reasonably necessary to calculate the obligation of Lessee or
Lessor hereto
Lessee agrees to reimburse Lessor every six (6) months upon receipt of Lessors invoice
and the required documentation for verification of payment of real estate taxes by Lessor
and Lessees proportionate share thereof
Lessor agrees to pay all taxes before delinquency and shall further obtain all savings
offered for early payment Lessee shall not be obligated to pay any portion of any
penalty for delinquent payment nor for a saving which could have been realized for
discounted early payment Any payment due hereunder shall be prorated as of the
termination or expiration date of this Lease
Lessors failure to submit to Lessee the request for reimbursement within twelve (12)
months after the end of the annual tax year shall nullifY Lessors right to collect from
Lessee the reimbursement for that particular tax year
41 INSURANCE Lessor agrees to carry commercial general liability insurance
including contractual liability on the Shopping Center (including the Common Area)
with a combined single limit for bodily injury personal injury and property damage of
not less than $2000000 per occurrence Lessor further agrees to maintain fire and
31
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
extended coverage insurance on the Shopping Center buildings in an amount equal to at
least 80 of the replacement value of the property The insurer(s) shall have a Best
rating of at least A or if not Best rated) be of an equivalent financial size and
underwriting reputation Lessor shall furnish to Lessee current certificates of insurance
evidencing such insurance within seven (7) days following delivery of the Demised
Premises to Lessee and the policies shall contain a provision that there will be no
cancellation reduction or non-renewal in coverage without first giving Lessee thirty (30)
days prior written notice Such insurance also shall be endorsed to provide that the
insurance shall be primary to and not contributory to any similar insurance carried by
Lessee and shall contain a severability of interest clause
Lessee will pay Lessor $32000 dollars per month with the monthly rental for insurance
Within ninety (90) days after the end of each calendar year Lessor will furnish Lessee
with an itemized statement of total insurance premiums paid along with computation of
Lessees proportionate share of such costs Lessees proportionate share (23) has been
computed according to the ratio which the number of square feet of the Demised
Premises bears to the total number of square feet of all rentable area included in the
buildings comprising the Shopping Center If the sum of Lessees monthly payments for
a calendar year exceeds its proportionate share of insurance premium payments Lessor
shall include its check to reimburse Lessee in the amount of the overpayment along with
the itemized statement If Lessees obligation exceeds the sum of its monthly
contributions for that Lease year Lessee shall make the additional payment to Lessor
32
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
T
within thirty (30) days of receipt of the annual statement The monthly amount to be paid
by Lessee during a particular calendar year shall be determined by the total amount paid
for the previous calendar year
Lessor shall use due diligence and good faith to obtain the insurance at a rate favorable to
Lessee and upon Lessees request Lessor shall obtain competitive quotations from at
least three insurance companies If requested by Lessee Lessor shall promptly furnish
Lessee documentation of Lessors efforts to obtain favorable insurance rates and copies
of competitive quotations
42 MEMORANDUM OF LEASE The parties agree that this Lease shall not be
recorded Either party may prepare for recordation a memorandum of this Lease
containing such provisions as are required by laws of the Commonwealth of Virginia as
well as any other provisions which the parties mutually agree to include in such
memorandum The cost of preparation and recordation of any memorandum of lease will
be borne by the party requesting such recordation
43 NO THIRDPARTY BENEFICIARIES Nothing contained in this Lease shall
be construed to confer upon any other party the rights of a third party beneficiary
44 WAIVER OF LANDLORDS LIEN Lessor hereby waIves any statutory
landlords lien to which it otherwise may be entitled
33
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
45 SUBJECT TO APPROPRIATION Lessor acknowledges and agrees that all
financial obligations of the Lessee hereunder are subject to appropriation by Lessee
46 RIGHT OF FIRST REFUSAl TO LEASE ADDITIONAL SPACE IN SHOPPING CENTER FOR GOVERNMENTAL OPERATIONS
Subject to then-existing renewal options of other tenants if Lessor receives a bona
fide offer from a third party (the Third Party Offer) to lease any other part of the
Shopping Center (the Refusal Space) and Lessor is willing to accept the terms of such
Third Party Offer Lessor shall offer to lease to Lessee such portion of the Refusal Space
on the same terms and conditions as the Third Party Offer such offer shall be in writing
specify the rental to be paid for such portion of the Refusal Space contain the basic terms
and conditions of the Third Party Offer and the date on which such portion of the Refusal
Space shall be included in the Demised Premises (the Offer Notice) Lessee shall
notify Lessor in writing whether Lessee elects to lease such portion of the Refusal Space
subject to the Third Party Offer on the same terms and conditions as the Third Party Offer
in the Offer Notice within thirty business days after Lessor delivers to Lessee the Offer
Notice If Lessee timely elects to leasc such portion of the Refusal Space within such
thirty business day period then Lessor and Lessee shall execute an amendment to this
Lease effective as of the date such portion of the Refusal Space is to be included in the
Demised Premises on the same terms as this Lease except (a) the additional monthly
rental shall be the amount specified in the Offer Notice (b) the tenn for such portion of
34
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
the Refusal Space shall be that specified in the Offer Notice and ( c) Lessor shall not be
obligated to provide to Lessee any allowances other than those contained in the Third
Party Offer (eg moving allowanee construction allowance and the like) if any If
Lessee fails or is unable to timely exercise its right hereunder then such right shall lapse
time being of the essence with respect to the exercise thereof and Lessor may lease such
portion of the Refusal Spaee to third parties on the terms provided in the Third Party
Offer Lessor shall not be obligated to re-offer such portion of the Refusal Space to
Lessee unless Lessor fails to enter into a lease agreement with respect to such portion of
the Refusal Space in accordance with the Third Party Offer within three months
following the Offer Notice Lessee may not exercise its rights under this Section 46 at
any time Lessee is in default under this Lease Lessees rights under this Seetion 46 shall
terminate if (a) this Lease or Lessees right to possession of the Demised Premises is
terminated or (b) less than three full ealendar years remain on the term of this Lease
47 WAIVER OF OPTION TO CANCEL GROUND LEASE On or before
the earlier of (a) the Commencement Date or (b) January 1 2004 Lessor shall give the
ground lessor under the Ground Lease written notice as permitted by the Ground Lease
(and provide Lessee with a eopy of such written notice) that Lessor elects to waive its
option to cancel the Ground Lease at the end of the initial tenn thereby extending the
term of the Ground Lease to August 31 2022 Lessor further shall give the ground lessor
under the Ground Lease written notice as permitted by the Ground Lease (and provide
Lessee with a copy of sueh written notice) that Lessor elects to waive its option to cancel
35
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
r nuo
Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
the Ground Lease at the end of the first extended period of the Ground Lease thereby
extending the tenn of the Ground Lease to August 31 2032 provided that Lessee has
agreed to extend the tenn of Lease for a Renewal Tenn as provided in Paragraph 2 of this
Lease whieh extends the tenn of this Lease beyond August 312022
IN WJTNESS WHEREOF the parties have exeeuted this Lease in duplieate the
day and year first above written
Witness to Lessor LESSOR MAIN STREET GLOUCESTER INC
Witness to Lessee LESSEE BOARD OF SUPERVISORS OF GLOUCESTER COlJNTY VIRGINIA
Byamp~D~Louise D Theberge Chainnan
Approved as to form
~~ Daniel M Stuek Interim County Attorney
36
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
COMMONWEALTH OF VIRGINJA ) ) SS
COUNTY OF G-lolAcest er )
On this the 13~ day of ~r I 2DC 2- before me the undersigned officer personally appearedidw1) A JCgtlgte~h known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges himselfl~o be the ~iJefrt- ofMain Street Gloucester Inc a Virginia corporation and that heLreg as such (esiamp~rmiddotA- being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires
COMMONWEALTH OF VIRGIN1A ) ) SS
COUNTY OF GLOUCESTER )
On this the lt7h day of~ cA2db before me the undersigned I
officer personally appeared Louise D Theberge known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and who acknowledges herself to be the Chairman of the Board of Supervisors of Gloucester County Virginia a political subdivision of the Commonwealth of Virginia and that she as such Chairman being authorized so to do executed the foregoing instrument for the purposes therein contained
IN WITNESS WHEREOF I hereunto set my hand and official seaL
My Commission Expires l7ap 31 ~O~ 61242310
37
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
EXHIBIT A
PLOT PLAN
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
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8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
SHOPPING CENTER LEASE
THIS AGREEMENT OF LEASE Made thisCrossing Associates LLC a Virginia LimitedCounty Virginia (hereinafter called Tenant)
WITNESSETH
l Premises Landlord hereby igraveeases and demises unto Tenant and Tenant hereby takes and leases from Landlord certainpretnises knorvn as Space s 235023522354 and 2356 George rilashington Memorial Highrvay Hayes VA 23072 as
shoun and outlined igraven red on Exhibit A attached hereto and rnade a part heleof (hereinafter caligraveed dernised prernises)consisting ofapproxirrately 3916 square feet in the building erected by Landlord in the Shopping Center shoun on ExhibitA and known as York River Crossing (hereinafler called Shopping Center)
Term
(a) The tenn of this Lease shall cormnence on the date of full lease executiexclon (the Lease CoigraverlnrencernenlDate) and shaigravel end hvenfiexcl (20) years after the Rent Commencement Date hereinafter defigravened (the Lease ExpirationDate) Mininigraveurn rent and extra charges shall conrnrence on the date the Landlord delivers possession of the demisedpremises to the Tenant (the Rent Commencement Date) Unless Tenant exercises a right to reneu the tenn hereofexpressigravey granted elsewhere herein or unless Tenant gives Landlord written notice of an intentigraveon to tenninate this Lease atleast one hundred hventy (120) days before the end ofthe original or any renewal tenn olthis Lease then until tenninated bysuch notice this Lease shall autornatically renerv itself month-to-month at 150 of the highest riexclinirnurn rental rale and allother charges hereigravenafter set forth and subject to all covenants provisions and conditions herein contaigravened
(b) When the CorIgravemencement Date of this Lease has been detennined Tenant agrees not latel than ten (10)days follonigraveng the request of Landlord 1o execute and deliver to Landlord without charge a written decigravearation in fonnsatigravesfactory to Landlord (i) ratifing this Lease (ii) confinring the cormnenceriexclent and expiration dates of this Lease (iii)certifing that Tenant is in occupancy ofthe deriexclised premises and the date Tenant comrnenced operating Tenants busjnesstherein and (iv) that all conditions under this Lease to be perfonned by Landlord have been satisfied except such as shall bestated
(cJ ln the event Tenants occupancy ofthe Premises colrigravelrences on a date other than the first day ofa calendarrnonth rent shall be pro-rated for such fiactional period of any partial month Tenant occupies the Prernises If such period isplior to the Lease Coriexclmencelnent Date set floIacuteh in 2(aXb) above said early occupancy shaigravel be governed by the prorigravesionscontained in this Lease
3 Construction of the Demised Premises lt is understood and agreed to by Landlord and Tenant that Landlord willconstruct tbe improvements as shown on Exhibit B and Exhibit B-l prior to the Rent Cornmencernent date IfTenant desiresto rnake any additional ilnprovernents 1o the property it shall obtain the Landlords prior written approval and tbeimprovements shall be done at Tenanls sole cost and expense If any irnprovements will affect the building structurallyTenant t jll obtain prior uritten pennission froriexcl the Landlord to rnake such structural improvements
4 Pgiexclry The dernised premises shall be used for the purpose of conducting therein a Gloucester County LibraqBranch Tenant covenants and agrees that all tiriexcles during the tenn hereof (i) Tenant uill actively conduct such a business inthe demised premises and (ii) the derrised prernises shall be used only for the said purpose
5 Trade Name Tenant agrees to operale its business under the trade narne of Gloucester County Library and no othername without the prior written consent of Landlord Landlord and Tenant agree that Tenant has the right to use the nameGloucester County Library and any other trade name that Tenant uses uith Landlords prior rvritten consent
6 Deigravenition of rrTermrt and ILease Yearr Except where the context clearly requires otherwise the word temwhenever used in this Lease with relerence to the tenn hereof shall be construed to include any renewal tenn as well as theorigigravenal tenn The words Lease year as used in this Lease sball be constiexclued to mean each twelve (12) rnonth periodcomnrencing on (i) the coucirc]mencement of the rent igravef the rent begins on the first day of a month or (ii) the first day of thernonth follorving colIgravemencement of the rent if tbe rent does not begin on the first day of a month provided horveler that theperiod ofthe tenn ifany beginning after the end ofthe last full trvelve (12) rnonth Lease year ofthis Lease sball be deerned
to be a Lease year even though it cornprises less than tuelve months
7 Rent
(a) Landlord reserves and Tenant covenants to pay to Landlord through Touer Park Corporation its agenl(bereinafter called Agent) 735 Thirnble Shoals Boulevard Suite 100 Newport Nervs Virginia 23606 or to any otherlocation requested by Agent in rvriting rvithout right of offset without prigraveor demand therefor being nrade as rent for thedemised prenrises and for the rights berein granted Tenant a riexcliniriexclum rcnlal hhiexclch utigravettigravetttnu rent is Due Proltptl on lheFigraverst do1 iquestf frssiexcl and Every Month of the Lease Tern (hercinafler refened 1o as rninimum rent) of
LeaseYearOneandTrvo $3150808perrnonlh(oraportionthereofforaiacuteIgraveactionofarnonth)inadvanceonthefirstda)of each and erery igraveIgraveronth during the tenn hereof
For each Leiexclse Year thereafter minimum rent shall increase by tno and one half percent (257o) over the previousLease Year
Page I of15
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
8
9
(b) Wherever it is provided in this Lease that Tenant is requested to nake any paynent to Landlord other thanrninitnutn rcnt such payment shaligrave be deemed to be additional rent and all remedies applicable to the nonpayment ofiexclent shallbe applicable thereto Minigraverrurn lent and additional rent shall be paid uithout counterclaiigraven setofi deduction or defense
Not Used
Not Used
10 Not Used
ll Late Pavments Tenant covenants and agrees to pay intelest at the rate of six percent (60o) per annurn payablemontbigravey or One Hundred and 00100 Doigravelars (S10000) rvhichever is greater on all rents (including mininrurn rentpercentage rent and additional rent) and all olher sums due under this Lease frorn the tirne said rents or sums accrue ifthey arenot paid prolnptly when due Landlord expressly reserving aligrave other rights and rernedies provided herein or by larv in respectthereto Tenant further agrees to pay (or to reirnburse Landlord prornptly ifLandlord elects to pay) any and all attorneys feesand court cost incuucirced in connection with the collection ofdelinquent rents andor any enforcernent ofany lease provisionsdueLandlordunderthisLease Rentsshallbeconsideredlateifnotreceivedbvthefifth(5)ofeachandevervlnonthofthetenn of this Lease
12 Ooeratinq Exoenses It is understood and agreed that Tenant will pay its pro rata share olthe Landlords InsuranceReal Estate Taxes and Operating Expenses for the Shopping Centeiexcl uhich shall be 5250 per square foot of the DemisedPremises per yeuroar for the First and Second Lease Year Said charge shall increase by two and one halfpercent (25)annually for the teniexcl and any extensions oftbe Lease
13 Trade Fixtures Tenanl agrees at his orvn cost and expense to fixture the deriexclised premises uiIcirch neiv tmde fixturesAligrave trade fixtures installed in the dernised prerrises by Tenant shall rernain Tenants property provided however that nothingherein shall be deerned to affect Landlords rerredy ofdistraint Tenant agtees to repair (or to reimburse Landlord for the costoflrepairing) any datrage to the demigravesed prernises occasioned by the installation or removal ofsaid trade figravextures
14 Common Areas Tenant his custorners employees and invitees shall bave the right to use and enjoy in cornmon tilhLandlord and other Tenants and their custorners employees and invitees the parking areas approaches entrances exits androadrvays and all other areas ofthe Shopping Center intended for use by Landlord tenants and their customers erIgraveployeesand invitees (hereinafter collectively called the Comrnon Areas) which Landlord aglees to provide for the reasonabigraveeoperation of the Shopping Center It is expressly understood that the Common Areas are intended prinraIgraveily for the use bycuston]ers of the stores igraven the Shopping Center Landlord covenanls that at all ti[res during the term it will maintain (toinclude snow and ice retiexcloval fiorn sigravedervalks drives and parkigraveng lots) the Coriexclrnon Areas in a good condition ofrepair andadequately lighted and paved and that there rvill be at least the nrinigravernuriexcl number of parking spaces sufficient to satisocircgovernmentaigrave requirernents at the tjme of the date of this Lease Anything in this paragraph 1o the conlrary notwithstandingLandlord expressly reserves tbe rigbt from tirne to tilne to construct buildings andor enlarge existing buildings on or overthe Common Areas so long as tbe requigravered nurnber ofminitrurn parking spaces shall be available
15 Landlords Reoairs and Risht ofEntrv Landlold covenants that it rvill with reasonable dispatch after being notifiedin writing by Tenant ofthe need thereof make such repairs to the Common Areas and outside utility lines and to the exteriorofthe demised premises (including the roof gutters downspouts and outside rvalls but excepting all glass and doors) as rraybe necessary to keep the sarne in a good condition ofrepair provided houever that ifthe need for such repair is occasionedby a casualty resulting frotn negligence or uillful act ofTenant or any ofhis agents employees or conhactors such repairsshall be ulade by Landlord but the cosl ofsuch repairs shall be charged to and be promptly paid fot by Tenant subject toTenant being given credit for any rnoney Landloiexcld actually receives in respect to such darnage from its insurance Anythingin the foregoing to the contrary notwithstanding Landlord shall have no liabigravelity whatsoever for damage or injury to person orproperty occasioned by its failure to rnake any sucb repair (e g injury damage to propertyresulting from leaks caused by adefect in the roof outside walls gutters andor downspouts) unless within a reasonable time after being notified in rvritigraveng byTenant ofthe need therefor Landlord shall have failed to make such repair and such lailure shall not haye been due to anycause beyond Landlords control including rvithout limitation shikes andor inability 1o obtain materials andor equipment atreasonable prices Landlord its agents (including Agent) employees and contractors shall have the righl from tigraverne to timeto enter and use insofar as rnay be necessary the demised premises for the purpose of rnaking any of the aforesaid repairsTenant shall not be entitled to any reduction in rent or to any clairn for damages by reason ofany inconvenience annoyanceandor injury to business arising out of any repairs rrade by Landlord pursuant to this paragracircph unless after being dulynotified the Landlord fails to make repairs within 45 days If repairs are not made uithin 45 days of notification the Tenantmay elect to cause repairs to be made at Tenants expense and deduct the cost thereoffrom the next scheduled rent paymentor payrnents
16 Tenantrs Reoairs Tenant covenants that he uil1 at all tirnes during the tenn and at his own cost and expense keep theinterior of the dernised prernises (including without limitatigraveon the heating systenigrave air conditioning system toilets pipesplumbigraveng wires and conduits electric lines windorvs doors glass fixtures equiprnent and all other cornponents or parts ofthe demised premises uhich Landlold has not expressly agreed to riexclaintain or repair) in a good and safe condition ofrepairand in good rvotking order (rnaking such renewals and replacements as may be necessary) unless the need thelefor isoccasioned by fire or other casualtiexcl- covered by Landlords fire and extended coverage insurance policy in whigravech event suchrepair and replacernent shall be an expense ofLandlord to the extent ofsuch coverage
Landlord warrants that all heating ventilating and aiiexcl conditioning (HVAC) systeigraveiexcls and electrical systerns wiigravel be in properlorking order fol the first three (3) months of the lenn Landlord expressly agrees to pay for and perfonr (or cause to beperfonred) aigravel major repairs to the HVAC systern durigraveng the Terriexcl of the lease For the purposes of this lease rrajor repairsmean repairs for which parls cost in excess of $500 for an individual HVAC unigravet in a rolling l2iexclnonth period Landlordagrees and accepts that the Tenant rvill provide non-rnajor HVAC repaigravers uith his oun trained professional staffand will not
Page2ofl5
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
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dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
enter into a traigraventenance contract silh a third patty Tenant understands and agrees that he (nol Landlord) shall beresponsible for any darnage caused by condensation in or around tbe ductwork used for heating andor air conditioning unlessit is the result ofa rnallunction requiring a rnajor repair
17 TenantsCareofSidervalksetc Tenantcovenantsandagreesthathewiigravelatalltirnesduringthelennhereolkeepthe dernised premises and all Coriexclmon Areas including sidewalks adjoining the deriexclised premises clean and free fioriexclobstructigraveon rubbish and garbage Tenant shaligrave place all trash rubbrsh and garbage in a proper closed receptacle and shall payall costs incident to the removal thereofl
18 TenantrsFailuretoRepairandRemoveDebrisetc Tenantagreesthatifhefailstoperfonnanyobligationpigraveacedupon hucircr by either paragraph I 6 or paragraph 17 of this Lease Landlord in addition 1o other rerIgraveedies provided by lawandor this Lease rnay correcl (or have corrected) the detagraveult at the cost and expense ofTenant
19 Miscellaneous Covcnants ofTenant Tenant covenants that he will cornply wilh all Federal State andol rnunicipallaus ordinances and regulations relating to his business conducted in the dernised prernises he will pronrptly pay for allelectlicity gas water and another utilities consuriexcled on and aigraveigrave servage disposal charges assessed against the demisedpreurises he will plornptly pay for ligraveghting the portion of the marquee ifany in front of the dernised premises he will not usethe nariexcle of the Shopping Center for any purpose other tban as the address of his business to be conducted in the demisedprernigraveses he will not use or pennit to be used the demised prenrises for any illegaigrave or imrnoral purpose he $ill conduct hisbusiness in such riexclanner as uill be in keeping with the cbaracter and reputatigraveon ofthe Shopping Center he rvill rnake eveDeffort to rvork hannoniously rvith other Tenants in the Shopping Center he will cornpigravey with all reasonable rules andregulatigraveons protnulgated fiorn tinre to tirne by Landlord for the operation and advertising ofthe Shopping Center he will notwithout the prior written consent ofLandlord (uhich shall not be unreasonablyrvithheld) cause or allow any advertising sigravegnto be erected installed paigravented displayed or maintained on the exterior of the building of uhich the demised prerrisesconstitute a part he rvill keep all signs installed (uith the consent of Landlord) on the exterior of the building of uhich thederrised premises constitute a pantilde freshly paigravented in good repair and operating condition at all times he wiligrave not use thesideivaigraveks ofthe Shopping Center lor business purposes rvithout the prior rvriexcltten approval ofLandlord which shall notbe unreasonabliexcl withheld he uill not rvithout the prior uritten consent of Landlold (i) nrake any alteration to anystructuraigrave portigraveon of the deriexclised premises (ii) use or pennit to be used any advertising medigraveunr or device such as a
phonograph radio or public address system and (iii) hold a fire bankruptcy going-out-of-business or auction sale and hervill permit Landlord or igravets representatives (i) to enter the delrised premises during the last tehe (l 2) Lnonths of the lenn forthe putpose of exhibiting the deliexclised premises to prospective Tenants and (ii) to place a For Rent sign in a fiont shoulindorv during such period oftirne
20 lnsects and Rodents Tenant covenants that he uill at his oun expense take such steps as shall be necessary to keepthe demised prernises free oftennites roaches rodents insects and other pests and that he ill save Landlord hannless IacuteIgraveornany darnage caused thereby
21 Damase bv Vandals If the doors uindow frames glass or any part of the exterior (other than the roof) of thederrised ptetnises are damaged by persons breaking or attempting to break into the demised prenigraveses or by vandals Tenantcovenants to repair immediately al his ovrn expense any and all such darnage
22 FireHazard TenantcovenantsthatithoutthepriolurittenconsentofLandlordhesill notdoanythigravenguhichwiligraveincrease the rate offire insurance on the buiigraveding ofrvhich the deriexclised prernises constitute a part and that ifsuch consent rsgiven Tenant uill pay Landlord the arnount ofthe increase in the cost ofsuch insurance as and when the prerniums becomedue
23 Care of Roof Tenant agrees that he $ill not (directly or by suliumlerance) place any debris on the roof of the buiigraveding ofuhich the demised prernises constitute a part or cut or drive naigravels into oI otherwise mutilate the roof or penetrate roof inanlavay without prior consent ofLandlord
24 ConditiononTermination TenantcovenantsthathewillupontheexpiratigraveonorearigraveiertenninationoftbisLease(a)deliver up to Landlord peaceably and quietly the dernised premises in the same good condition they are nou in or shallhereafter be placed ordinary rvear and tear and damage by casualty wilhin the coerage of a standard fire insurance poigraveicywith extended coverage excepted and (b) rernove his trade fixtures andor signage ftorn the dernised prernises (unless he rs
then igraven default hereunder in which event he uill not be pennitted to effect such removal) and 1o repair promptly any darnagecaused by such removal
25 Improvements to Become Landlords Tenant agrees that all additions and other improvernenls installed in thedernised prerrises (uith the exception of fixtures and equiprrent subject to Section l3) including rvithout lirnitation allelecttic rviring electriacutec fixtures air conditioning systems shouuindow reflectors screensr screen doors awnings arvningfraliexcles and floor coverings (including carpeting but excepting rugs) shaligrave irnrnediately become tbe property ofLandlord andshall not be reriexcloved by Tenant at the expiration or earlier tennination of this Lease unless Tenant is requested to do so byLandlord in wbicb event Tenant agleuroes to do so and to repair promptly any damage caused by any such rernoval
26 Indemnification and Release
(a) Tenant agees that he will hold Landlord Agent Landlords mortgagees and the Landlord under any ground leasehannless frotr any and aigraveigrave injury death or damage to person or property in on or about the dernised prernises including$ithout limitation all costs expenses clairiexcls or suits incigraveuding reasonable legal expenses in connection uith defendigravengagainst any such actions atising in connection thereuith provided houever that this clause shall not apply to CoriexclrnonAreas or to injury or darlage caused by Landlords oun willful act or Landigraveords failure to colnrigraveence lnaking any repair(rihich Landlord has herein agreed to rrake) uithin a reasonable tirne afIgraveer Tenants uritten notice of the need therefor lt isthe intention and agreement that Landlord except as otheniise provided herein shall not be liable for any personal injuries or
Page3ofl5
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
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extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
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endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
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the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
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by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
dalnage to the Tenant or its officers agents ernployees invitees and aigravel persons having business with the Tenant ol to anyother persons ol 10 any occupant ofany part ofthe demised prernises and Tenant aglees to take such reasonable steps as tnarbe necessary to safeguatd its etnployees agents invilees and all persons having business uilh the Tenant at all limes duringthetermofthisLeaseincludingwithoutlimitationduringperiodsofrepair LandloldagteestoholdTenanthannlessfiolrany and all clairns which nray arise liom on in or about the demised prernises when such claims arise out ofor are caused inrvhole or in part by a defectigravere dangerous or unsafe condition of tbe dernised prernises equipment fixtures or appurtenancesrequired by larv or the tenns hereofto be lnaintained by Landlord
(b) Tenant and all those claitring by through or under Tenant shaigravel store their property in and shall occupy and use thedentised prernises and any improvements therein and appurtenances thereto and all other portigraveons of the Shopping Centersolely at their own risk and Tenant and all those claiming by through or under Tenant hereby release Landlord to the fuligraveextent penigraveigraveitted by lau frorn all clairns of every kind including loss of life personal or bodily injury darrage 1o
merchandise equiprnent fixtuIacutees or other property or darnage to business or lor business interruption arising directly orindirectly out ofor frotr or on account ofsuch occupancy and use or resultigraveng from any present or future condition or stateofrepair thereof Landlord shall not be responsible or liable at any tilne to Tenant or 1o those clairning by througb or underTenant for any igraveoss ofigraveife bodily or personal injury or damage to property orbusiness or forbusiness intemrption that tnaybe occasioned by the acts oriexclissions or negligence of any other persons or any other lenants or occupants of any portion ofthe Shopping Centeiexcl Landlord shall not be responsible at any tirne for any dcfects latent or otherwise in any buildings orirnprovements in the Shopping Center or any ofthe equiprnenl nrachinely utilities appliances or apparatus therein nor shallLandlord be responsibigravee or liable at any tirre for loss of lifegrave or injury or darnage to any person or to any property or businessofTenant or those clairning by through or under Tenant caused by or resulting from the butsting breaking leaking runningseeping overflowing or backing up of$ater steam gas sewage snow or ice in any part of the dernised preIacuterises or causedby or resulting from acts of God or the elements or resulting fiom any defect or negligence in the occupancy constructionoperation ot use of any buildings or ilnprovements in the Shopping Center including the dernised prernises and theequipnrent fixtures machinery appliances or apparatus therein
27 Evidence of Insurance Prior to the delivery of possession of the deniexclised premises to Tenant Tenant shall provideLandlord evidence satisfactory 1o Landlord (i) that direct damage propentildey insurance on the personal properfy ofthe Tenant isinsured aigraveong rvith Fire Legal Liability of at least S I 00000 on the deriexclrised prernises and third party liability insurance If tbeTenant changes the footprint of the structure then the tenant uill need to secure a builders risk insurance contract for theduration ofthe work Ifthe Tenant is renovating the igraventerior ofthe building than the Tenant needs to add this location to theirdirect and indirect property darnage insurance policies upon tbe coucircigraverigraverencalIgravelent of this lease and include the Landlord as anAdditional lnsured The Tenant ill at all tinres provide workers compensation igravensurance in amounts and in fonn and contentsatiacutesfactory to the Commonwealth of Virginigravea All insurance policies will be issued by a company or plivate rnunicipalinsurance pool approved to conduct business ugraveithin the Cormnonwealth of Virginia satisfactory to Landlord and will bemaintained throughout the course of Tenants Work and occupancy at Tenants cost and expense and (ii) that Tenant hascornplied with the cornmercial tiability insurance requirements set forth in paragraph 28 hereof
28 Tenants Liabilitv Insurance Tenant wiigrave1 at all times commencing on the date of delivery of possession of thedernised prerlises to Tenant at bis oun cost and expense canl with a colnpany or conpanies satisfactory to Landlordcommerciaigrave general liability insurance includigraveng property injury personal injury and propelty damage in a form satisfactoryto Landlord and as approved within the Cormnonwealth of Virginigravea for a rnunicipaigrave entity on the demigravesed premises with thecornbined single liability limits of not less than One Million Dollars ($ I 00000000) per occunence uhich insurance shall bewrilten or endorsed so as 1o protect Landlord and Agent as additional insureds as allowed by the Colmiexclronwealth ofVirginigraveaand only in respect for clairns or actions arising IacuteIgraveorn or in connection rvith negligent acts ofthe Tenant its errployees agentsor officials The Tenant agrees that the above stated lirnits and coverages are rninirnurn limits and coiexclerages and that Tenantshall provide such additional insurance as set forth above in such amounts and against such third party liabigravelity risk as may berequired in the Landlords sole but reasonable judgnent to equal the ariexclrounts and types of coverages carried by prudentowners and operators of properties similar to the Shoppjng Center Tenanl shall increase such limits at its discretion or uponreasonable request ofLandlord but not more often than once every five (5) years and such increases shall not be in excess ofgenerally accepted slandards in the commercial real estate industry The comriexclercial general liability policy or policies shallcontain a provigravesion insuring Tenant against all liabiigraveity which Tenant rnight have under the foregoing indemnity prorision forthe space leased or rented by the Tenant The Landigraveord will at all times provide the same cornmercial general igraveiabiigraveityinsurance for all corruiexclon areas parking lots sidewalks and public bathrooriexcls It is further understood and agreed that forthe duration of this Lease Tenanl at its expense shall insure all plate glass at the demised prernises Tenant covenants thatcertificates of all of the insurance policies required under tbis Lease and thejr reneuaigrave or repigraveacement shall be delivered toLandlord ploriexclptly uithoul demand upon the comrIgraveencement of the tenn of this Lease and upon each renewal of theinsurance Such poigraveicy or policies sball also provide that it sball not be canceled nor shall there be any change in the scope oramount ofcoverage ofthe policy rvithout thirty (30) days prior written notice to Landlord Ifsariexcle is not provided $ithin ten(10) days afigraveer denrand Agent igraves authorized to secure such policy from such cornpanies as it deems appropriate and collectfrorn Tenant in such a lnannelas it deerns appropriate the cost ofthe prernium
29 Fire Insurance Landlord covenants that it will keep the dernised premigraveses insured against damage by fire uith allrisk coverage in an amount not less than eighty percent (80) ofthe repigraveacelIgravelent cost thereof
30 Damage By Fire or Othcr Casualtv ln the event the derIgraveised premises or any part thereof sball be dauraged by fireot other casualty during the teniexcl Landlord agrees that it will restore the deurised prernises rvith reasonable dispatcb tosubstantially tbe same condition they were in prior to such damage and if the dernised premises are rendered rvholly orparlially untenantable as a result ofsuch darnage the minimum rentaigrave payable bereunder shall be equitably abated (accotdingto the loss of use) during the period intervening between tbe date of such darnage and the date tbe derrised plernises arereslored Anything in the foregoing to the contrary notrvithstanding ifsuch darnage occurs durigraveng the last two (2) years ofthetenn and ifsuch darrage exceeds fifty percent (50) ofthe then insurable value ofthe dernised premises either Landlord orTenant rnay tenninate this Lease as oftheuro date ofsuch darrage by giving to the other uritten notice ofits intention so 1o douitbigraven thirg (30) days aftel the date sucb damage occurs provided houever that if this Lease gigraveves Tenant an option to
Page 4 of l5
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
aEuml
Euml
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
extend the terucircigrave (other than automatic renewal as set fortb in paragraph 2) and Tenant extends the tenn oflhis Lease for atleast two (2) years by exercising such option uithin thirty (30) days after the tirne such fire or other casualty occurs neitherLandlord nor Tenant shall have the right to cancel this Lease lf this Lease is so lenninated the rental payable hereunder shallbe abated as ofthe date ofsuch damage and Tenant shall rernove all ofhis ploperly lroriexcl the demised prenises within thirty(30)daysafterthenoticeoftenninationisgiven AnythigravenginthisLeasetothecontrarynotwithstandingLandlordshall havethe right to cancel this Lease as of the tirne of occurrence of any fire or other casualty within sixty (60) days of suchoccurrence igravefsuch fire or other casuaigravety darnages one or lnore adjoining or contiguous store(s) with an aggregate frontage ofat leasl one hundred feet ( 1 00) on either or both sides of the demised prernises provided the lease(s) of such other stole(s) is(are) likewise canceled
31 Mechanics Liens Tenant shall not pemit any nrechanics materiahnans or siriexclilar lien to stand againsl any portion ofthe deriexclised pretnises or the Shopping Cenler for any labor perfonned or rnaterial fumished in connection with any rvorkperfonred or caused to beuro perfollned by Tenant If any such lien is filed against the demised premises or the ShoppingCenter Tenant shall discharge such lien by paying the amount secured thereby or providigraveng a bond uithigraven twenty (20) daysafter it uas filed and ifTenant fails to do so Landlord rnay discharge the lien without inquiling into the validity thereofandTenant shall promptly reimburse Landlord for any arnount so expended
32 Condemation ln the event that tbe whole of the dernised prernises are taken by lbe exercise of the power of erninentdomain (or sold to the holder of such power pursuant to a threatened taking) tbis Lease shall tenninate as of the date of suchtakiacuteng In the event any portion of the dernised prenrises or at least twenty percent (20) in the aggregate of the custoriexclerpatking areas oftbe Shopping Center ale taken by the exercise ofthe power ofeminent dolnain (or sold to the holder ofsuchpower pursuant to a threatened taking) this Lease nray at the option ofLandlord or Tenant be teniexclinated by rvritten noticegiven to the other within sixly (60) days after such taking or sale occurs If this Lease is not so tenninated Landlordcovenants that it uill acirct its own expense promptly afIgraveer the lapse of said sigravexty (60) days repair such damage and do suchwork as rnay be required to repail and rebuild Tenants building andor the Colnmon Areas uith the view to restoring thedetlised premises andor the Colrmon Aiexcleas as nearly as may be to the condition they were in irnrnediately prigraveor to suchtaking provided however thacirct whether or not this Lease is so tenninated the rninigravemuiexcl rentaigrave payable hereunder shall beequitably abated (according to tbe loss of use) frorn the date of such taking Tenant shall have no right in or to the proceedsofany award made in any such conderiexclnation
33 No Representations by Landlord or Agravegents Tenant agrees thal neigravether Landlord nor Agent has nrade anyrepresentation express or implied witb respect to Federal State or municipal laws or ordinances applicabigravee to the demisedpremises or the property of which the denrised premises constitute a parl (including without lirnitation laus or ordjnancesteuroigravealing to zoning or fire walls) and Tenant shall not have the right to teminate this Lease nor shall he be entitled to anyabaternenI ofrent payable hereunder or any cigraveairn for darnages in the event the dernised preurises cannot be used by Tenantin uhole or in part for the purpose for which Tenant intends to use tbe sarne
34 Assignment and Sublettins Tenant covenants that he rvill not assign this Lease or sublet or penrigravet any other personto occupy part or all of the dernised premises rvithout Landlords prior written consent If Tenant is a corporation the sale orencutiexclbrance of a Ucircrajority of its outstanding Yoting stock (whether in one transaction or as the result of rnore than onetlansaction) shall be deemed an assignment of this Lease Likewigravese if Tenant is a partnership the sale or transfer of amajofity ofits partnership interests (rvhether in one transaction or as the result ofmore than one transaction) shal] be deemedan assignrnent of this Lease If at any time during the tenn Landlord has knowledge that a person finn or corporation otherthan Tenant is in possession ofthe demised prernises uithout the written consent ofLandlord Landlord nay at its option atany time theteafter by uritten notjce to Tenant accept and treal such person finn or corporation in possession as the assigneeor sublessee ofTenant in ubich event both Tenant and such assignee or sublessee shall be obligated to observe and perfomall the covenants conditions and provisions herein contained binding upon Tenant provided however that nothing hereinshall affect Landlords other reriexcledies for Tenants default by urongfuigrave assignment or subletting
35 Subordination This Lease is and shall be subject and subordinate to all ground leases if any and to all firstmortgages or first deeds of trust uhich lnay now affect the dernised premses the land on which the demised premises aresituated theuro Common Areas or the Shopping Center and to all renewaigraves riexclodifications and extensions thereofand shall be atLandlords election subject and subordinate 1o all ground leases and any or all figraverst mortgages or first deeds oftrust ivbichtnay hereafter affect the denrised prelrises the land on which the dernised prernises are situated the Corrmon Areas or theShopping Center and to all reneuals modifications and extensions thereof The foregoing provisions shall be selEcircoperatigraveveas to existing ground leases first rnortgages and first deeds of trust and shaligrave upon the election ofLandlord be self-operativeas to future ground leases first mortgages and first deeds oftrust and no further instrurnent ofsubordination shall be requiredfor the purpose provided horvever that in confinnation ofsuch subordination Tenant shall upon request ofthe Landlordexecute and deliver in recordable fonn any instrument of subordination requested by Landlord and Tenant herebyconstigravetutes and appoints Landlord as Tenants attorney-in-facl to execute any such subordination instrument on behalf ofTenanl Tenant further agrees to execute an agreernent subordinating this Lease to junior moiexcltgages and deeds of trust upontbe requesl of Landlord and upon the written consent of the beneficiaries of all mortgages or deeds of trust senior lheretoArything in the foregoing 1o the contrary notrvithstanding in the event ofa foreclosure under any such mofigage or deed oftrust or tbe tennination of any such ground igraveease the holder of the note secured by such mofigage or deed of trust thepurchaser at such foreclosure sale or the Landlord under such ground lease shall have the option to recognize this Lease inhich event this Lease shall continue in full force and effect and Tenant shall attorn to Landlord Any such mortgage or deedof trust may at any time at the request of the holder of the note secured thereby be subordina ted to this Lease
36 Waiver ofSubrosation All fire insurance extended coerage and policies relatigraveng to other casualties canied by anyparty to this Lease covering the demised prernises andor the contents thereof shall expressly waive any right on the part ofthe insurer against any other party to this Lease uhich righl is hereby expressly Agraveaived to the extent that such uaiver is notprohibited by or violalive of any such policy or does not othenvise cause a loss or reductigraveon of corerage The parties to thrsLease agree that their policies rviigravel include such rvaiver clause or endorsernent so long as the salne shall be obtainable withoutextIgravea cost ot if extra cost shall be charged therefor so long as the party or parties jn whose favor such waiver clause or
Page 5 of15
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
endorsetnent runs pays such extra cost If extra cost shall be chargeabigravee therefor each party shall advise the others of theariexclrount ofthe extra cosl and tbe other party or partigravees at its or their election rray pay tbe sarne but shall not be obligated so
to do
37 Default and Remedies Igraven the eent the business being conducted on the deriexclised premises shall at any tigraverne be
substantially tenninated or in the event Tenanl shall default in the perfonrance ofany ofthe terms covenants conditions orprorigravesions herein contained binding upon Tenant and such default shall not be rernedied within five (5) days afler urittennotice thereofsball have been given by Landlord to Tenant or in the event Tenant shall be adjudicated a bankrupt or shallbecome insolvent or shall rnake a general assignment for the benefit of his creditors or in the event a receiver shall be
appointed for Tenant or a substantial part of his property and such receiver is not removed rvithin five (5) days afterappointment Landlord shall have the riacuteght (in addition to all other rights and rernedies provided by lau) to reenter and takepossession oi the demised prernises peaceably or by force to tenninale this Lease and 1o rerIgraveove any property thereinvithout liability for damage to and without obligation to store such property In the event ofsuch tennination Landlord rnay(but shall be under no obligation to) relel the derrised premises or any part thereof from tiriexcle 1o time in the name ofLandlord or Tenant rvithout further notigravece for such teniexcl or tenIgraveigraves on such conditions and for such uses and purposes as
Landlord in ils uncontrolled discretion may detennine and may collect and receive aigravel rents derived therefiexclom and apply thesame after deduction ofall applopriate expenses (igravencluding sithout litnitation leasing cornmissions the cost ofleadying lhedemised prernises for reletting attomeys fees and olhcr costs of coigravelcction) to the paynent of thc rent payable hereunderTenant rerraining liable for any failure to so reigraveet the deriexclised preurigraveses or any part theleof or for any failure 1o collect anyrent connected therewith
38 Estopoel Certificate Within ten (10) days after qritten request ofLandlord Tenant shall certify by a duly executed
and acknowledged written instrument to any mortgagee or purchaser or proposed lnortgagee or proposed purchaser or anyolher person finn or corporation specified by Landlord as to the validity and force and effect of this Lease as to theexigravestence of any default on the part of any party thereunder as to the existence of any offsets counterclailrs or defenses
therelo on the part ofTenant and as to any other nigraveatters as rnay be reasonably requested by Landlord all uithout charge and
as frequently as Landlord deelrs necessary Tenants failure or refusal to deliver such statement within such tiliexcle shall be
conclusive upon Tenant (i) thal this Lease is in full force and effect without rnodification except as may be reptesented byLandlord (ii) that there are no uncured defaults in Landlords perforrnance or obligations hereunder and (iii) that not igravenorethan one nronths installtrent ofrninirnuriexcl rent has been paid in advance ofthe due date
39 Securitv Deoosit
(a) Aumlmount of Deposit Tenant contempotaneousigravey with the execution of this Lease has deposited rvithLandlord the sum of Zero and No100 Dollars (000) Said deposit shall be held by Landlord rvithoutliabigravelity for interest as security for the faithful perfonnance by Tenant of all of the tenns covenants and
conditions of the Lease by saigraved Tenant to be kept and perfonned durigraveng the tenn hereof lf at any limeduring the tenn ofthis Lease any oftbe rent herein reserved shall be overdue and unpaid or any other surnpayable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may at the option ofLandlord (but Landlord shall not be required to) approprigraveate and apply any portion of said deposit to thepayrnent ofany such overdue rent or other surr
(b) Use and Return of Deposit In the event of the failure of Tenant to keep and perfonn any of the tenrscovenants and conditions ofthigraves Lease to be kept and performed by Tenant then the Landlord at its optiontray approprigraveate and apply the entire said deposit or so liexcluch thereof as rnay be necessary to coriexclpensatethe Landlord fol loss or darnage suslained or suffered by Landlord due to such breach on the part ofTenanlShould the entire deposit or any portion thereol be appropriated and appligraveed by Landlord for the paynentofoverdue rent or other surns due and payable to Landlord by Tenant hereunder then Tenant shall upon thewdtten deliexcland ofLandlord forthwith relnit to Landloiexcld a sufficient amount in cash 1o restore said securigravetyto the origigravenal surn deposited and Tenants failure to do so rvithin five (5) days after receipt ofsuch demand
sball constitute a breach of this Lease Should Tenant cornply uith all of said terms covenants and
condigravetions and prolrptly pay all ofthe rental herein provided for as it falls due and all other surns payableby Tenant to Landlord hereunder the said deposit shaigravel be returned in full to Tenant at the end ofthe LeaseTenn or upon the earlier tennination ofthis Lease
(c) Transfer of Deposit Landigraveord may deligravever the funds deposited hereunder by Tenant to any purchaser ofLandlords interest in the leased prernises in the event that such interest be sold and thereupon Landlordshall be discharged ftorn any further liability with respect to such deposit
40 91 Any notice helein provided for to be given to Landlord shall be deerned to be given if and rvhen posted inUnited States registered or certified mail postage plepaigraved addressed to York River Crossing Associates LLC co TorverPark Management its agent (hereinafter called rrAgentrr) 735 Thimble Shoals Boulevard Suite 100 Nervport NervsVirginia 23606 and any notice helein provided for to be given to Tenant shall be deemed to be given ifand rvhen posted inUnited States registered or certified Ucircrail addressed to Tenant at PO Box 329 Attn County Adrninistrator Gloucester VA23061 uith copy to PO Box 1309 Attn County Attorney Gloucester VA 23061
41 Ouiet Eniovment Subject to the tenns coenants and conditions set forth in thigraves Lease and furtheiexcl subject to anyground lease rnortgage or deed of trust to rvhich this Lease is or shall be subordinate Landlord covenants that Tenant shallhave and enjoy quiet and peaceable possession ofthe dernised prernises during the term hereof
42 Exculpation Landlord (and in case Landlord shall be a joint venture partnership tenancy-igraven-conrmon associatigraveon orother form ofjoint oilnership the rnerrbers of aniexcl such joint venture partnership tenancy-in-corrrnon association or otherfonr ofjoint ounership) shall have absolutely no personal liability rvith respect to any provision ofthis Lease or anyobligatigraveon or liability arising therefrorn or in conneclion therelith Tenant shall look solely to the equity of the then ouner of
Page6ofl5
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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Its
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
the dernised pretnises in the Shoppigraveng Center (or ifthe interest ofthe Landlord ls a leasehold interesl Tenant shall look solely1o such leasehold interest) for the satigravesfaction of any remedies of tenant in the event of a breach by the Landlord of any of itsobligations Such exculpation ofigraveiability shall be absolute and without any exception whatsoever
43 Short Form Lease The parties hereto agree that a short fonn lease of even date helewith describing the dernisedpremises setting forth the tenn and refening to thigraves Lease shall at the request of either paIacutey be prornptly executed andrecorded (at the cost of the requesting party) This Lease rnay not be recorded
44 $9 Landlord shall provide and install the exterior signage identified in Exhjbigravet B and Exhibit C at no cost 1o theTenant Tenant shall have the privilege subject to the prior rvritten approval ofLandlord and in accordance uith the criteriaas described on the attached Exhibit D and to such standards as established by Landigraveord fioriexcl time to time ofplacing on thedetnised prernises such additional or different signs as it deerns necessary and proper in the conduct ofits business providedthe Tenant pays all costs associated with the erection nraintenance and operation of any and all such signs Tenant agrees tohold Landlord harrnless frorn any and all losses darnages clairns suits oiexcl actigraveons for any darnage or injury to the person orproperty caused by the ereclion maintenance and opetation ofsuch signs or parts tbereof and insurance coverage for suchsigns shall be included in the general liability insurance requirernents set forth in paragraph 28 heleof
45 Entire Agrccmcnt This Lease contains the enlire agiexcleerIgraveent between the parljcs hereto and it camot be altered orrnodified in any nay except in rvriting signed by the parties hereto
46 No Waivers Any failure ofeither party hereto to insist upon strict observance ofany covenant prorigravesigraveon or condilionofthis Lease in any one or more instances shall not constitute or be deemed a waiver at that time or thereafter ofsuch or anyotheI covenanl provision or condition ofthis Lease
47 Pronouns Every pronoun used in this Lease shall be construed to be of such number and gendeuror as the context shallrequrre
48 Commission For the senices rendered by Agent Tower Park Real Estate 735 Thiriexclble Shoals Blvd Suite 100Newport Nervs VA 23606 in procuring thigraves Lease a Cormiexclission shall be paid in accordance with an agreement between theLandlord and Agent
49 Waiver of Ilomestead Exemotion Tenant waiYes the benefit of his holnestead exemption as to this Lease
50 Marsinal Headinqs Tbe headings appearigraveng on the margin of tbis Lease are intended only for convenience ofreference and are not to be considered in construing tbis instruucircigraveent
51 Successors and Assisns This Lease and all the tenns covenants conditions and provisions herein contained shall bebigravending upon and shall inure to the benefit oftbe parties hereto and their respective personal representatives heirs successorsand (ifand when assigned in accordance uith the provisions hereof) assigns
52 OccuDancv If Tenant is unable to obtain possessigraveon of the dernised premises at the begiming of the tenn hereof due1o any act or condition such as construction delays or the failure of the prior Tenant to vacate the demised premises Landlordshall not be liable to Tenant or any other person finr or corporation for any loss or darnage resulting therefrom and thisLease shall not be affected thereby in any way but the rent payabigravee hereunder shall be proportionately abated until thedemised premises are available for occupancy by Tenant
53 Brokerrs Commission Landlord and Tenant represent and rvanant that they have incurred no claims for brokeragecotnmigravessions or finders fees in connection with the execution of tbis Lease except as listed above and each of the partiesagrees to indemnifo the other against and hold it hannless fiorn all liabilities arising from any such claim (including nithoutligravernitation the reasonable cost of attorneys fees in connection thereuith)
54 HazardousMaterials
(a) As used herein the teniexcl Hazardous Material shall nean any substance or lraterial wbich has been detemined bany applicable state federal or local govemrnental authority to be capable of posigraveng a risk of injury to health safety orproperty incigraveudigraveng all of those rnaterials and substances designated as hazardous or toxic by the County in which thePrernises are located the US Environrnental Protection Agency the Consurner Product Safety Corunission the Food andDrug Administration or any other governlnental agency now or hereafter authorized to regulate riexclaterials and substances inthe environment with the exception ofnaterials found in and used for typical business office spaces
(b) Tenant agrees not to introduce any Hazardous Material in on or adjacent to the Premises without (i) providingLandlord with thirty (30) days prior rvritten notice oflhe exact amount nature and rnanner ofsuch Hazardous Material and(ii) complying uith all appigraveicable federal state and local laus rules regulations policies and autholities relating to thestorage use or disposal and clean-up of Hazardous Materials including but not lirnited to the obtaininthorn ofproper pennils
(c) Tenant shall iriexclmediately notif Landloiexcld of any inquiry test investigation or enforcernent proceeding by oragainst Landlord or the Premises concerning a Hazaiexcldous Material Tenant acknoAumlledges that Landlord as the ouner of thePremises shall have the rigraveght at its election in its oun narne or as Landlords agent to negotiate defend approve andappeal at Tenants expense any action taken or order issued wigraveth regard to a Hazardous Material found uithin the deriexclrisedpremises by an applicable govelmnental authorify
(d) lf Tenants storage use or disposal of any Hazardous Material in on ol adjacent to the Premises results in ancontalninatigraveon of the Plernises the soil or surface or groundvater (i) requiring remediatjon under federal state or localstatules ordinances regulations or policies or (ii) at levels which are unacceptable to Landlord in Landlords reasonable
Page 7 ofl5
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
judgurenl Tenant agrees to clean-up the contamination Tenant further agrees to inderrnifo defend and hold Landlordharnless icircrorn and against any claims suits causes olaction costs fees including attomeysfees and cosls arising out oforin connection rvith any clean-up rvork igravenquigravery or enforcelnent proceeding in connection thereuith and any HazardousMateiexclials currently or hereaftel used stored or disposed ofby Tenant or irs agents ernployees contractors or invitees on orabout the Preriexclises
(e) Nonvithstanding any other right of entry gmnted to Landigraveord under this Lease Landigraveord shall have the right Icirccenter the Premises or to have consultants enter the Prernises through the tenn of this Lease for the purpose of detenrining ( I )rvhether the Prernises are in confonniry with federal state and local statutes regulations ordinances and policies includingthose pertaining to the enviiexclonrnental condjtion of the Premises (2) uhether Tenant has complied with this article 54 and (3)the corective rneasures ifany requigravered ofTenant 1o ensule the safe use storage and disposal ofHazardous Materials or toteriexclove Hazardous Materials Tenant agrees to provide access and reasonable assistance for such inspection Suchinspections may include but are not lirnited to entering the Premises or adjacent propeIacutey $ith drill rigravegs or other rnachineryfor the purpose ofobtaining laboratory sarnples Landlord shall not be lirnited in the number ofsuch inspections during theteuiexcl of this Lease Tenant shall reirnburse Landlord for the cost of such inspections only when the inspection feveals thepresence ofHazardous Materials within ten (10) days ofreceipt ofa written slatement therefor lfsuch consuigravelants deteniexclinethat the Premises are conlarninated with Hazardous Materials Tenant shall in a tirnely ligraveigraveanner at its expense reriexclove suchHazardous Materials or otheruise comply with the recommendations of such consultants to the reasonable satisfaction ofLandlord and any applicable govemmentaigrave agencies The right granted to Landlord herein to inspect the Prernises shall notcreate a duty on Landlords part to inspect the Prernises or liability of Landlord for Tenants use storage or disposal ofHazardous Materials it being understood that Tenant shall be solely responsible for all liability in connection therewith
(f) Tenant shall surrender the Prelnises to Landlord upon the expiration or earlier teniexclination of this Lease free ofHazardous Materials and in a condition which complies wigraveth all governmental statutes ordinances regulations and policies
(g) Tenants obligations under this articigravee 54 shaigravel survive teniexclination ofthis Lease
55 Movins Aumlllowance Landlold will provide Tenant uith Ten Thousand and NoI00 Dollars ($ 1000000) for movingexpenses andor refixturing the demised prernises which shaligrave be payable on the Rent Comriexclencement Dale
56 Adiacent space Landlord shall grant to Tenant the option to irnnediately lease the adjacent space containingapproxirnately 3923 square feet on the salIgravere tenns as contained in this Lease If said option is not accepted and the adjacentspace is leased by another lenant the Landlord grants Tenant a right of figraverst refusal on the adjacent space as it becomesavailable in the fiture
57 External Modification Landlord agrees that at any time during the tenn ofthis lease (and any reneual tenicircs) Tenanlshall have the right to install for its own use only a comnunications antenna and igraveugraveounting structure attached to the rear of tbebuilding Theantennaandmountingstructureshall extendnofurtherthan30-feetabovethetopofthebuildingsrearexteriorrvall If Tenant installs such equipment Tenant shall do so at its own cost and expense and in accordance with all appigraveicablelarvs rules and regulations Additionally Tenant shall defend indemni and hold harmless fiorn against any clairnsdatnages costs or expenses incurred by Landlord as a result of such installation by Tenant Tenant shall install suchequipment so as not to penetrale the roof If Tenant installs the equipment Tenant shall be responsible for the rnaintenanceand repair thereot at Tenants sole cosl At the expiration or olligraveer tenlination oftlris Lease the equiprIgraveent shall renrain theproperty ofthe Tenant and shall be removed by the Tenant and Tenant shaigraveigrave repair any damage caused by such removal
58 Exclusive Use Covenant During the tefln ofthis lease and any renewal tbereof Landlord covenants and agrees thatno portion olthe shopping center located within 500 feet ofthe dernised prernises shall be leased to or othemise occupied bybusinesses operating lattoo parlors aduigravet bookstores or ithout the prior ritten consent olTenant by businesses that derivemore than sixty (60) percent oftheir gr-oss revenues ligraveom the sale oftobacco products or uhich derive more than sixty (60)percent oftbeir gross revenues fioriexcl the sale ofbeer rvine and other alcoholic beverages
Landlord acknou4edges that in the event of a breach of this provision of the lease Tenants remedies at lan rvould be
inadequate and therefore and in that event Tenanl sbaligrave be entitled to cancel this lease or to injunctive or such other relief as
Tenant may elect in its sole discretion Tenants remedies in aniexclevent shaigravel be cumulative
59 Entire Aqreement Etc This Lease and the Exhibits Riders andor Addenda ifany attached and signed by the paltiesset fortb the entite agreement between the parties Any prigraveor conversations or writings are merged herein and extinguishedNo subsequenl ariexclendriexclrent to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed lfany provigravesigraveon contained in a Rider or Addenda is igravenconsistent with a provision of this Lease the provision contained in saidRider or Addenda shall supersede the Lease provision
PageSofl5
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
EcircratildeEcircRU
EXHIBITA
Lxig
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
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Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
lN ryITNDSS WHEREOF each corporate paIacutey berelo has caused thigraves Lease to be executed in its name and behalf by itsPresident or one of its Vice Presidents and its corporate seal to be heiexcleto affixed and attested by its Secretary or AssistantSecretary each individuaigrave party hereto has hereunto set his hand and seal and each partnership party hereto has caused thisLease to be executed in its name and behalfby at least one ofits general partners
LAgraveNDLORD YORK RIVER CROSSING ASSOCIATES LLCBY TOWERPARKCORPORATIONA
TENANT GLOUCESTER COUNTY VIRGNIA
LANDLORDS ACKNOryLEDCMENT
STATE OF VirsiniaCITYCOUNTY OF Nervoort News
The foregoing instrurrent was acknowIgraveedged before rne rni 4 auy ofby Roberl L Freeman Jr President on behalfof Tower Park Corporation
Mycomrnissione^oiexclr 0 3 I acirc 0 13
TENANTS ACKNOWLEDGMENT
STATE OF VirsiniaCITYCOUNTY OF Gloucester
lheforegoinginstrumentuasacknou4edgedbe rorenettts ouro flAfch rorr
z
by Brenda Garton on behalfof
My commission piexclr8 31 b I
RIJLES AND REGULATIONS
AII trash must be kept in a covered metal container or ifrequested by Landlord in a Dempstersirnilar container furnished and serviced at Tenants exoense
5
Tenant agrees to handle all deliveries and refuse through the rear entrance (ifone) ofthe dernised premises
No sign shaigraveigrave be penranently affixed to the pigraveate gigraveass ofthe store fiont rvindoriexclr without prior written consentofLandlord
Except during Shopping Center prornotions no sign shall be placed in any shourvindow advising the publicthat merchandise is for sale at a reduced price without the prior written approval of Landlord Landlordreserves the right to approve design and materials used
Tenant shall keep store lobbies windows and ivindow frames clean (inside and out) at all tirnes
Tenant shall keep store floors free oftrash cheuing gurn and other debris6
CORPORAgraveTION ITS
Brenda Garton C
NOTARY PUBLICuommonwealth of Virginia
CommissionE xoiexclreaacutel-o 3 |
Page 9 of l5
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EXHIBITA
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
EcircratildeEcircRU
EXHIBITA
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Page 10 of 15
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
Exhibit B
Landlord agrees to construct at its sole expense the improvements as shown on Exhibit B-1 and furtherspecified below
Gloucester Library basic Specihcations
o Walls - Drywall as shown on Exhibit B-1 Open 2 locations to have glass panel in drywall andwood trim as shown on Exhibit B-1
o Paint - Duron Ultra Deluxe 2 coats color to be chosen by tenanto Casework -
o Base cabinets and Fonnica counters in kitchen (13)o Reception area cabinets with 2 level Formica counter uith handicap ledge (33)
iexcl Ceiling-2 x 4 Suspended acoustical tile ceilingo Electrical -
o 52 New- T-8 lay in florescent light fixtureso 1 9 Duplex 4 GFI kitchen counter Receptacles amp 7 Switches in locations designated by
Tenanto 20 data and 10 telephone outlet boxes with pull strings in locations designated by Tenanto Exits and EBUs per code
o Plumbing -o 2 New ADA bathrooms with ceramic tile floors Colors to be chosen by Tenant IacuteIgraveom
samples provided by Landlordo New kitcben sink in kitchen areao Full size GE or equivalent refrigeratoro Janitors floor mop sink in janitors closet with ceramic tile floor Color to be chosen by
Tenant fiom samples provided by Landlordo New 2 Level water coolero New Watel heater
o HVAC - Existing to be provided in good working order new diffusers to be installedthroughout duct work to be confirmed airtight (Landlord agrees to be responsible for all majorrepairs to system or system replacement if existing units fail at any time during the life of thelease as furthel defined in the body of the lease tenant will be responsible for regularmaintenance filter changes etc)
r Carpet -28 oz Main areas Color to be chosen by tenantiexcl VCT - network closetiexcl Ceramic tile - Kitchen bathrooms and Janitors closetiexcl Pull down security gateiexcl Exterior improvements at entryway as shown on Exhibit Co Exterior Signage (non lit) as shown on Exhibit C
Not included in build-out Any furniture fixtures book racks computer workstations or other shelving Any additional signage not shown on Exhibit Co Landlord warrants that all heating ventilating and air conditioning (HVAC) systems will be in
proper working order for the first three (3) months of the tenn and no upgrades beyond existingequipment will be required or provided
Pagellof15
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EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
fltxEuml
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g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
aEuml
Euml
g
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
EXHIBIT DSIGNAGE CRITERIA
I GENERAL
The foIgravelowing provisions establish the criteria and requirenrents for Tenants signage in upon and atound the LeasedPremises and the Shopping Center lncluded herein are the specificatigraveons lor design location construction and installation ofaigraveigrave Tenant signage and the procedure for affectigraveng sariexcle Notuilhstanding anfhing contaigravened herein or eigravesewhere in theLease Tenant shall not construct or erect any signage in the Leased Prernises or the Shopping Centel without the prior writtenapproval of the Landlord wbich approval ma) be Nithheld delayed or denied in Landlords sole and absolute discretjonFurthennore notwithstanding anything in tbis Exhigravebit B or the lease to tbe contrary Landlord reserves the right to modifysupplernent or eliminate all or any portion ofthe provisions ofthis Exhibit B from tirre to lirne during the tenll wilhout noliceto Tenanl and any revisions to this Exhibit B shall be applicable to any pending or subsequent request by Tenant for aniexclsrgnage
Tenant shall be responsible at Tenants sole cost and expense for tbe desigu construction and installation ofone (l )exterior abote-canopy sign and igravefLandlord so elects in its sole discretion one (l) under-canopy sign subject to the criteriarequirements and approvals specified herein Said exterior sigravegn(s) shall be constructed installed and fully operational nolater than forty five (45) days foligraveowing the Lease Coriexclrnencernent Date
2 DESIGN CRITERIA
Tenant sball design fumish and install one (l) internally illuminated exterior sign utilizing individual letters ornumbers and nol more than one (1) logo ernblem Said signage shall be subject to the follouing specifications requirementsand restrictions
a) Text and Wording - The text and wording of the sign shall be lirnited to the trade nalne specified in Sectionl(f) ofthe Lease An1logo or emblem requested lor inclusron in Tenants sign shall be limited to that logo or emblem used
in all ofTenants other stores or store signs and Landlord reserves tlre right to exclude any such logo or emblern fiomTenants sign and limit sanigravee to the text and rvording referred to above
b) Configuration - Sign length height and depth shall be lirnited as follows
l Length - Sign length including all letters nurnbers logo or other cornponents shall not exceedseventy-flve percent (75oo) ofthe lineal length ofTenants deurising partitions which define Tenants storefiont (orthe outside ofthe dernising partition ifsaid demising partition is an exterior wall) or such other maxirnum length as
may be detennined by any applicable lau ordinance or regulation
2 Heigbt - Sign height including all letter numbers igraveogos or other cornponents shall not exceedtuenty four (24) inches as rneasuiexcled from the lowest to the highest poigravent ofany such letter logo or cornponent or such otherrnaxirnum height as may be detennined by any applicable larv ordinance or regulation
3 Depth - The depth ofany and all letters numbers Iogos or other components shall not exceed fiie(5) inches as measured from the outer-most point to the inner-rnosl point of any such letter nurnber or logo or othercomponent or such other maxirnurn depth as may be deteniexcligravened by any applicable larv ordinance or regulation
c) Style - The style fashion and visual presentation ofTenants above-canopy sigravegn shall be in accordance withTenanls design subject to the approval ofLandlord as herein provided
d) Color - The color schenre(s) oiTenants signage sball be in contrast to the color oithe sign band uponuhich the sign is to be mounted and shall aYoid all loud and oflensive colors Landloiexcld reserves the right to require colorchanges in Tenants signage in the event that such color scligraveeme is deemed b1 Landlord to provide inadequate contrast to anyadjacent signage or is aesthetically unacceptable in Landlords sole discretion
3 MATERAIL AND CONSTRUCTION
a) Composilion and Materials - All letters numbers logos andor eriexclblerns shall be individual figuresinternally illuminated rvith single tubing neon All such figures shall have closed backs and shall be leak resistant Sign facesball be3l6thickplastic(RolmandHaasorequal)heldinplacewigravethjervelliteretainers Aigravelinternaigravelyilluninatingneonshaigraveigrave be 15 tiexclun white (or otber color(s) approved by Landlord) No figure shall hang free of the background panel orapproach the outer perimeter closer than tuo feet (2) in the horizonlal dimension or eight inches (8) in the verticaldimension
b) Electrical - All neon lighting shall be operated by 60 rnilliarrpere (corrected poser factor) transfonrersLandlord shall provide electrical service fronr Tenants electrical panel to a -iunction box in tbe vicinity of Tenants signlocatigraveon for luture cormection by Tenants sign contractor- No flashers moving signs panels or otber elelIgraverents will beperrnitted Desigravegn fabrication and installation ofall electrical work shall be in strict adherence 1o all applicable govemmentallarvs codes or ordinances
c) Structural Location and Attachulent - All sign structures ol elements shall consist ofrigid metal franreuorkrvith stable interiors to which anchoring bolts brackets sleeves or other approved methods of attachlnent can be fastenedSlructural design fabrication and installatjon shall be adequate to rvithstand wind and other natural stresses and be sufficientto support the weigraveght of the elements so attached The sign and its elements shall have concentric horizontal alignrnent rvigravethTenants denlised storefront and concentric vertical alignrnent vvith the sign band as specified by Landlord All letters
Page l4 ofl5
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment
numbers logos enrblems or other eleriexclenls shall be igravendigraveridually attached to the building by means ofconcealed fasteners
accornplished so as to minimize darnage to the building and allou for ease of reriexcloval it being understood and agreed that
Tenant shall be responsible for the repair of any damage resulting frorn the irnproper installation or reuroval of its signage
No racervays shall be penritted No part ofthe signage or fasteners shall bave corrosive or stainable rnaterials
4 PROCEDURE
a) Design and Submission - Tenant shall subriexclit two (2) copies of its proposed sign drarvings and
specifications to Landlord and the lequired numbel ofcopies to the governrnental authorities having jurisdiction for approvaIgraveifnecessary prior to fabrication and instaigravelation Tenant or its sign conhactors shall secure and pay for all necessary pennilsand authorizations required by pubigraveic autborities for the installation and operalion ofany Tenant signage Such drawings and
specifications shaigravel clearly indicate all dimensions and rnaterials to be used including size copy and color of aigravel letters
nurnbers logos and ernblenrs in full detail At least one (l) copy ofsaid drawings shall be rendered in colors as close to thoseproposed to be used and shall be subrnitted to Landlord Landlord thereafter shaigraveigrave respond with any changes required and
Landlords determination in all signage matters shall be deemed to be conclusive and binding Any deigraveays or deniaigraves ofsignage approval shall in no way affect Tenants obigraveigravegations under tbe Lease or anv other provision dealing uith Tenantsconsfuction occupancy or use of the Lease Premises
b) Contraclors - The sign(s) fumished by Tenant sball be fabiexclicated and installed by a licensed contractor(s) inaccordance with the criteria and requirements contained herein and in strict cornpliance with all applicable codes laws
ordinances andor regulations ofany gotemmental authorities havingjurisdiction thereof For the puccediloses ofthe Lease
signage fabrication and installation shall be deemed an item ofTenants Work and all ofthe requirements rmposed upon
contractors subcontractors o[ agents pursuant to the plovisions olthe Lease shaigraveigrave appigravey hereto
5 MISCELLANEOUS
a) Under-Canopy Exterior Sign - Landlord shall have the right to require Tenant to furnish and install one (l )under-canopiexcl extelior sign at Tenants sole cost and expense Said election shall be in Landlords sole discretion UponLandlords election to require such a sign Landlord shall subriexclit to Tenant detailed ciexcliteria regalding design fabrication andinstallation and Tenant thereafter sith reasonable diligence shall fumish and install same
b) Service Door Sign - In the event Landlord suppligravees a rear exigraveIcirc door to the Leased Prernises an area on the
rear exit door rnay be used for store identification purposes The extreriexcle outer limits of the sign shaligrave fall within a rectangle
having a vertical dimension offour (4) incbes and a horizontal dimension ofthirty (30) inches The lower limit ofthe sign
area shall be sixty six (66) inches above the dooL sill As in preceding instances rear exit door identification shall be onlythe trade narne of Tenant and any logo approved by Landlord in writing prior to fabrication and installalion
c) Miscellaneous Sign(s) - Tenant shall not affix any signs advertising placards names insignias trademarks
or other descriptive nraterial(s) (i) upon the glass panes nrullions supports or doors of Tenants demised storefront (iigrave)rvithin tivelve (12) inches ofany shorvuindouor front door or (iii) upon the exteriorrvalls oflhe Leased Premises rvithoutthe prior written approval of Landlord which approval maiexcl be rvithheld delayed or denied in Landlords sole discretionNotwithstanding an)thing 1o the contrary in the Lease under no circurnstances shall any sign be affixed to the roof of the
Lease Prernises or the Shopping Center
3-T- tl
Page 15 ofl5
- Date of Request 05192015
- Time of Request 800pm
- Person Submitting Request Kenneth E Hogge Sr
- Mailing Address 1 1529 Laurens Road
- City Gloucester Point
- State Va
- Zip Code 23062
- Telephone Numbers for Contact 757-508-7603
- utilized to search for the documents or data requested A current schedule of costs is available upon request On
- understand that if charges are expected to exceed 200 I will be required to pay estimated charges in On
- Description of Public Records Requested 2 Please provide electronic copies of any and all leaserental agreements for each library the health department and any and all other spaces rented or leased to Gloucester County
- Person Department Receiving Request
- Check Box1 Off
- Check Box2 Off
- Check Box3 Off
- Date Request Received by FOIA Office
- Extension Requested Date
- Response SentProvided Date
- Specific Information Provided
- Specific Charges and Payment