EXCLUSIVE LEASE AGREEMENT This Exclusive Lease Agreement ( Agreement ) is made and effective on April, 2018, between the City of Neptune Beach, 116 First Street, Neptune Beach, Florida 32266, a municipal corporation, (the City ), and Brewhound Coffee-Bar Co., 2338 Eagles Nest Road, Jacksonville, Florida 32246, a Florida corporation, (the Lessee ). WITNESSETH: 1. The City agrees to grant an exclusive, non-transferrable, except as provided in the Landlord s Subordination Agreement executed by the City in conjunction with Florida Capital Bank, N. A. s (hereinafter referred to as FLCB) loan to Lessee and the guaranty of a portion of such loan by the United States Small Business Association (hereinafter referred to as SBA ), Lease for that portion of the City's right-of-way property, more particularly described and designated in Exhibit A attached hereto and incorporated herein, (the Property ) immediately and adjacent to the premises currently known as 0 Poinciana Road, Neptune Beach, Florida. For purposes of this Agreement, 0 Poinciana consists of the following parcels: Duval County Property Appraiser Real Estate Numbers 173272 0000 173290 0000 173282 0000 173283 0000 173284 0000 173285 0000 173286 0000 173287 0000 173288 0000 173289 0000 2. Lessee agrees to pay the City a fee of $200.00 per month for the exclusive, non-transferrable use of the Property, except as aforesaid, payment to the City due no later than the 15 th day of each month. In the event of a default, the City shall provide written notice of such default and a description of such default to FLCB and SBA which shall have 60 days from the receipt of such notice to cure the default. 3. The term of this Agreement shall be for a period not to exceed twenty-five (25) years from the above date, consistent with the remaining terms and conditions of this Agreement. 4. This Agreement is exclusive in nature and by its terms binds only the above described parties. Should Lessee transfer its interests, sell its business, dissolve its business or corporate status, or otherwise divest itself of any and all of its interests in the above described property and/or business, this lease shall terminate; provided, however, that if Lessee conveys its interest in any or all of the foregoing to FLCB or SBA, or the Lessee defaults under it obligations to the FLCB or the SBA and either exercises its right to take title and/or possession to Lessee s interest, business, interest in the above described real property, which is limited to the terms of this Lease, and / or business such Lease shall not terminate. 5. Lessee has no power or authority to convey or transfer this Agreement to any other entity, except voluntarily or involuntarily as hereinabove provided to FLCB or SBA. 1
6. The City shall retain full and clear ownership of the Property through the duration of this Agreement and does not consent or otherwise agree to subordinate its interests in the Property to Lessee or any successors, assigns or lenders of Lessee, except FLCB and/or SBA as above provided. 7. The City Manager, or its designee, may access the Property to remove any of the improvements on the City Property for necessary utility construction, maintenance and/or repair or for any emergency purposes, as determined by the City; provided, however, the City shall provide the Lessee with thirty (30) days prior written notice. 8. Lessee must furnish evidence of general liability insurance in the amount of at least one million dollars ($1,000,000.00) per person and at least two million dollars ($2,000,000.00) per occurrence with the City as additional named insured for the elements placed in or upon the City Property. 9. In the event that the City removes Lessee s improvements or portion thereof on the City Property, the City shall restore the ground or surface of City Property to substantially same condition and Lessee is solely responsible for the cost to restore said improvements at its discretion. 10. Lessee agrees that no children under the age of twelve (12) shall be permitted access to that portion of the City Property that is used for off leash activities as part of Lessee s business operations. 11. Lessee further agrees to maintain and keep the City Property in good repair and in a clean state at the Lessee's expense. The City shall have the sole discretion, through the City Manager or its designee, to direct any reasonable maintenance or repair to the City Property to be performed by the Lessee during the term of this Agreement. 12. Upon termination of this Agreement, the City, in its sole discretion, may give written notice to Lessee that it must remove the improvements from the City Property and restore the City Property back to a sodded area within ninety (90) days from the date of the notice. If the Lessee does not remove such improvements and sod the City Property within the ninety (90) day time period, the City shall conduct such removal and sodding at Lessee s expense, including the right to place a lien on Lessee s property, pursuant to state law. 13. In the event of a default by the Lessee of any of the terms and conditions of this Agreement, including all incorporated terms and conditions hereof, and such default is not cured within a reasonable time period from receipt of written notice from the City, then the City (a) shall have the absolute right, without notice to Lessee, to declare due all conditions under this Agreement; and (b) may immediately terminate Lessee's right of possession under this Agreement without prior written notice to Lessee. Notwithstanding the foregoing, the City shall provide written notice of such default and a description of such default to FLCB and SBA which shall 60 days from the receipt of such notice to cure the default. 14. Other than maintenance and repair, the Lessee shall not be entitled to make any improvements to the City Property without the consent of the City, pursuant to the City s Code of Ordinances. 15. If any dispute arises concerning the terms of this Agreement, this Agreement shall be 2
interpreted and governed by the laws of the State of Florida. If any litigation is initiated relating to this Agreement, venue for any such litigation shall be in Jacksonville, Duval County, Florida. 16. Except for the negligent or intentional acts or omissions of the City performed pursuant to this Agreement, the City shall not be liable for any loss, damage or injury of any kind or character to any person or property arising from any use of any building, structure, paved area, equipment, facility, sidewalk or other improvement on the City Property, or caused by or arising from any act or omission of Lessee, or any of its agents or employees, licensees or invitees, or by or from any accident, fire or other casualty, on the premises of the Lessee or the described area or occasioned by the failure of Lessee to maintain the City Property in safe condition. Except for the negligent or intentional acts or omissions of the City performed pursuant to this Agreement, Lessee waives all claims and demands on its behalf against the City for any loss, damage or injury related to the City Property and the property of the Lessee and agrees to indemnify and hold the City entirely free and harmless from all liability for any loss, damage, cost (including attorney's fees, and expenses) or injury of other persons related to the City Property or the property of the Lessee. 17. The prevailing party shall recover its reasonable court costs, attorney s fees and expenses and all other costs paid or incurred in state court, federal court, on appeal or in bankruptcy in enforcing the terms and provisions of this Agreement. 18. In the absence of written agreement by the parties, a Court of appropriate jurisdiction shall construe the terms of this Lease. 19. For the purposes of any interpretation of this Agreement, this Agreement shall be considered as having been authored, drawn and written by both the City and Lessee and, in the interpretation of this Agreement, there shall be no presumption of vagueness, ambiguity or unfairness against the City or the Lessee. 20. The parties hereto agree and understand that time is of the essence as to the performance of all terms and conditions of this Agreement. 21. FLCB and SBA are third party beneficiaries of this Lease. 22. All notices, pursuant to this Agreement, shall be sent to the City c/o Andrew Hyatt, City Manager, City of Neptune Beach, 116 First Street, Neptune Beach, Florida 32266 and to Licensee c/o Lauren E. Wyckoff, 2338 Eagles Nest Road, Jacksonville, Florida 32246, Florida Capital Bank, NA, 10151 Deerwood Park Blvd., Bldg. 100, Suite 200-A, Jacksonville, Florida 32256, and the U.S. Small Business Administration, Standard 7a Loan Guarantee Processing Center, 6501 Sylvan Road, Suite 100, Citrus Heights, CA 95610-5017.. Dated this day of April 2018. Andrew Hyatt, City Manager City of Neptune Beach, Lessor 3
Witness on behalf of the City of Neptune Beach Approved as to Form and Content for the City: City Attorney 4
(signature) (printed name) Brewhound Coffee-Bar Co., Lessee Witness on behalf of Brewhound Coffee-Bar Co. State of Florida County of Signed and sworn before me on this day of 20_. By Identification verified: Oath sworn: Yes No Notary Signature My Commission expires: 5
Exhibit A City Property [Attached] 6