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LEASE AGREEMENT LEASE AGREEMENT GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT And ACCENT PROPERTY MANAGEMENT, LLC. PREMISES: a). Parcel No. 123 Subbase, St. Thomas, U.S. Virgin Islands, consisting of 39,240 U.S. sq. ft. or 0.905 U.S. acre(s) of improved land more- or-less, containing one (1) building, other structures, and parking surfaces; and b). Parcel No. 129 Sub-base, St. Thomas, u.s. Virgin Islands, consisting of 30,675 U.S. sq. ft. or 0.704 U.S. acre(s) of improved land more-or-Iess, consisting of two (2) buildings, other structures, and parking surfaces. . "". . • " c .' .. "'. ~" • Article I 1.01 1.02 1.03 1.04 Article II 2.01 2.02 2.03 2.04 ArticieID 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 Article IV 4.01 4.02 4.03 4.04 4.05 4.06 4.07 Article V 5.01 Article VI 6.01 6.02 6.03 6.04 6.05 Article VII 7.01 7.02 TABLE OF CONTENTS Premises ............................................................................................................... 1 Use ...................................................................................................................... 1 Development Plan ................................................................................................ 2 Binder Effect and Amendments ........................................................................... 2 Term .................................................................................................................... 3 Options ................................................................................................................ 3 Failure to Give Possession ................................................................................. 3 Holding Over ...................................................................................................... 3 Annual Rent ........................................................................................................ 3 Construction and Financial Stabilization Period Rent ....................................... .4 Definition of Financial Stabilization ................................................................... 4 Subleases, Revenue Sharing, and Additional Rent ............................................. 5 Payment Reporting .............................................................................................. 5 Audit Rights ........................................................................................................ 6 Assignment and Successors ................................................................................ 6 Late Payment Charges ........................................................................................ 6 Improvements ..................................................................................................... 6 Title to Improyements ........................................................... ~ ............................ 7 Location and Improvements ............................................................................... 7 Real Property Tax ...................................................................................... ~ ......... 7 Repairs by Lessee .............................................................................................. 8 Failure of Lessee to Repair ................................................................................ 8 Excavation and Sorting ...................................................................................... 8 Mechanic's Lien .................................................................................................. 8 Liability' Insurance ............................................................................................. 9 In.demnity ............................................................................................................ 9 N on-Liability ....................................................................................................... 9 Fire and Extended Coverage by Lessee .............................................................. 9 Environmental Limitation of Liability Indemnity ............................................ 10 Access to Premises ............................................................................................ l 0 Easement for Pipes and Water Storage Tank Facility ...................................... 10 Article VIII 8.01 8.02 8.03 8.04 8.05 Article IX 9.01 9.02 9.03 9.04 9.05 Article X 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 TABLE OF CONTENTS (CONT'D) Notice of Condemnation .................................................................................. 1 0 Rights of Lessor and Lessee ............................................................................. 11 Taking of Leasehold ......................................................................................... 11 Total Taking ................................................................................................... 11 Partial Taking .................................................................................................... 11 Cancellation ..................................................................................................... 11 Termination ....................................................................................................... 12 Repossessing and Reletting .............................................................................. 12 Assignment and Transfer ................................................................................. 13 Subleasing ......................................................................................................... 13 Notices .............................................................................................................. 13 Non-discrimination .......................................................................................... 13 Officials not to Benefit ..................................................................................... 14 Agreement made in the Virgin Islands ............................................................. 14 Counterparts ..................................................................................................... 14 Cumulative Rights and Remedies .................................................................... 14 InteIpretation ..................................................................................................... 14 Agreement made in Writing ............................................................................. 14 Paragraph Headings .......................................................................................... 14 Invalidity of ruegality of Provisions ................................................................. 14 Successors and Assign.s ..................................................................................... 14 Broker .............................................................................................................. 14 Approvals Required .......................................................................................... 14 Entire Agreement .............................................................................................. 14 Conflict of Interest ............................................................................................ 15 Rights of Holder of the Leasehold Mortgage ................................................... 15 Compliance with Laws ..................................................................................... 16 Waiver .............................................................................................................. 16 Enforcement of Lease TerDls ............................................................................ 16 AcktJ.owledgement ............................................................................................ 17 LEASE AGREEMENT TIDS LEASE made this day of , 20_ , by and between the GOVERNMENT OF THE VIRGIN ISLANDS, acting through its Commissioner of Property and Procurement, (hereinafter "Lessor" or "Government") and ACCENT PROPERTY MANAGEMENT, LLC, whose mailing address is Royal Palms Professional Building, 9053 Estate Thomas, Suite 101, Charlotte Amalie, St. Thomas, U.S. Virgin Islands 00802, (hereinafter "Lessee"). WITNESSETH: In consideration of the mutual covenants and agreements herein set forth it is hereby agreed: ARTICLE I PREMISES AND USE 1.0 I Premises: The Lessor hereby leases to the Lessee and the Lessee hires and takes from the Lessor: a) Parcel No. 123 Subbase, St. Thomas, U.S. Virgin Islands, consisting of 39,240 U.S. sq. ft. or 0.905 U.S. acre(s) of improved land more-or-Iess, containing one (1) building, other structures, and parking surfaces (hereinafter the "Premises A"), which is zoned 1-2 for "Industrial-Light." The aforesaid Premises is shown on File No. D9- 941-T71, a copy of which is attached and made a part hereof as Exhibit "A," with further delineation on a Map-Geo aerial image, also attached hereto as Exhibit "C;" and b) Parcel No. 129 Sub-base, St. Thomas, U.S. Virgin Islands, consisting of30,675 U.S. sq. ft. or 0.704 U.S. acre(s) of improved land more-or-Iess, consisting of two (2) buildings, other structures, and parking surfaces (hereinafter the "Premises B"), which is zoned 1-2 for "Industrial-Light." The aforesaid Premises is shown on File No. D9- 953-T71, a copy of which is attached and made a part hereof as Exhibit "B," with further delineation on a Map-Geo aerial image, also attached hereto as Exhibit "C." Collectively, Premises A and B shall be referred to as the "Premises." 1.02 Use: The Lessee shall use the Premises to evaluate various capital improvement requirements and will develop the Premises in accordance with the terms of this Lease to operate, establish and manage a slate of subtenants on the Premises. Lessee shall manage and collect rents from the current subtenants on the Premises, and if necessary contract with new subtenants, and perform any other permitted purposes. Said use is contingent on the Lessee obtaining and maintaining the required permits, licenses, and any required rezoning of the Premises to a zoning designation compatible to the operations of same, as required in Paragraph 10.17 (hereinafter "Required Documents and Approvals"). Upon receipt of the Required Documents and Approvals Lessee is permitted to construct, demolish, repair, and/or develop the Premises in accordance with Paragraph 4.0 I and the Development Plan. Lessee's Initial(ili. Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base SI. Thomas, u.s. Virgin Islands P age 2 1.03 Development Plan: Lessee has submitted to Lessor, and Lessor has reviewed and approved, a development plan detailing the proposed development of the Premises the ("Development Plan"). The Development Plan, as mutually agreed upon by the parties, shall be attached to this Lease as (Exhibit "D"), and is hereby incorporated into and made a part of this Lease. The Development Plan shall outline, among other things, the anticipated phases of development, associated timelines, scope of work for each phase, and applicable governmental or third-party approvals. 1.04 Binding Effect and Amendments: The Development Plan, as approved at the time of Lease execution, shall serve as the governing framework for development activities on the Premises. The parties acknowledge, however, that circumstances may arise which necessitate changes to the timing, scope, or sequencing of development. Accordingly, the Development Plan may be amended from time to time by the mutual written agreement of Lessor and Lessee. Lessor agrees to act reasonably and in good faith when considering any such amendments. Lessor shall not unreasonably withhold, delay, or condition its consent to proposed amendments necessitated by material changes in conditions, including but not limited to regulatory requirements, availability of financing, construction delays, or market conditions. Lessor and Lessee acknowledge that development activities may be influenced by changing circumstances, including but not limited to, market conditions, regulatory requirements, construction delays, or force majeure events. Lessor and Lessee agree to cooperate in good faith and maintain open co=unication during the course of the development. Either party may request meetings at reasonable intervals to discuss progress, necessary adjustments, or concerns related to the Development Plan. Upon written request of Lessee, Lessor shall designate a representative authorized to co=unicate and coordinate on development matters. Each party shall designate a representative who shall be responsible for coordinating co=unications and approvals related to the development process. Regular meetings may be held, as mutually agreed, to assess progress and discuss any proposed changes to the Development Plan. No amendment to the Development Plan shall be effective unless set forth in a written instrument signed by both Lessor and Lessee. Neither party shall have the authority to unilaterally modify any aspect of the Development Plan. Except as expressly set forth in this Paragraph, the approval or amendment of the Development Plan shall not be construed as a waiver or modification of any other provisions of this Lease unless expressly agreed to in writing by both parties and duly executed in accordance with applicable law. Lessee's Initials£ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base SI. Thomas, U.s. Virgin Islands P a g e 3 TERM ARTICLE II 2.0 I Initial Term: The term of this Lease shall be for a period of thirty (30) years ("Initial Term") commencing on the first (I '~ day of the month following approval by the Legislature of the Virgin Islands ("Commencement Date"). 2.02 Options: If Lessee is not in default in the performance of any material condition of this Lease at the expiration of the Initial Term, Lessee shall have the option to renew this Lease for three (3) additional terms often (10) years each (each a "Renewal Term") at the rent provided for in Paragraphs 3.01 and 3.04 (g.) hereof by giving written notice of such renewal at least thirty (30) days prior to the expiration of the Initial Term in the case of the first (l'~ renewal or at least thirty (30) days prior to the expiration of the Renewal Term in the case of the second (2nd) and third (3rd) renewals. 2.03 Failure to Give Possession: The Lessor shall not be liable for failure to give possession of the Premises upon the Commencement Date by reason of the fact that the Premises are not ready for occupancy, or due to prior lessee wrongfully holding over or any other person wrongfully in possession of the Premises; in such event the rent shall not commence until possession is given or is available, but the term herein granted shall not be extended. 2.04 Holding Over: If Lessee remains in possession of the Premises after expiration of the term hereof, without Lessor's express consent and without any distinct agreement between Lessor and Lessee, Lessee shall become a month-to-month Lessee and there shall be no renewal of this Lease by operation oflaw. During the period of any such holding over, all provisions of this Lease shall be and remain in effect except the rent provisions. The rent during this hold over period shall be two hundred percent (200%) of the rent payable for the last calendar month of the term of this Lease, including renewals or extensions. The inclusion of the preceding sentence in this Lease shall not be construed as Lessor's consent for Lessee to hold over. ARTICLE III RENT 3.01 Annual Rent: The Lessee shall pay to the Lessor an Annual Rent of One Hundred Forty- Four Thousand Dollars and Zero Cents ($144,000.00) payable in equal monthly installments of Twelve Thousand Dollars and Zero Cents ($12,000.00) during the term of this Lease. The Annual Rent shall commence on the first (I s~ day ofthe month after the Construction & Financial Stabilization Period of sixty (60) months or less has expired, as described in Paragraph 4.01 herein. Payment of Annual Rent and Construction & Financial Stabilization Period Rent shall be made in equal monthly installments in advance on the first (I ") day of every month during the term thereof, without any previous demand by Lessor, provided, however, if possession of the Premises is granted to the Lessee at a date Lessee's Initials ~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.S. Virgin Islands P age 4 after the first (J s~ of the month, then in such event the rent for such first (J 51) month shall he prorated. The Annual Rent, Construction & Financial Stabilization Period Rent, Additional Rent, and Late Payment Charges shall be paid at Lessor's office at 8201 Submarine Base Suite 4, St. Thomas, U.S. Virgin Islands 00802, together with any other sum due as additional rent as provided herein. 3.02 Construction & Financial Stabilization Period Rent: Lessee shall be required to pay reduced rent during the Construction & Financial Stabilization Period of sixty (60) months, the Construction Period is hereinafter defined in Paragraph 4.01, and Lessee shall be required to make reduced rent payments as follows: A. Lessee shall be required to pay Six Thousand Dollars and Zero Cents ($6,000.00) per month, for months one through twenty-four (1-24) ofthis Lease. B. Lessee shall be required to pay Nine Thousand Dollars and Zero Cents ($9,000.00) per month, for months twenty-five through sixty (25-60) of this Lease. The Construction & Financial Stabilization Period Rent shall not be available or extended beyond the Construction & Financial Stabilization Period of sixty (60) months. Should all the improvements stated in Paragraph 4.0 I be completed prior to the time allotted for the Construction & Financial Stabilization Period, the Annual Rent in Paragraph 3.01 will commence in the month immediately following the completion of improvements and fmancial stabilization. 3.03 Definition of Financial Stabilization: For the purposes of this Lease, "Financial Stabilization" of the Development shall be deemed to occur when the Development, as defined in (Exhibit "D"), has achieved all of the following conditions or the Construction and Financial Stabilization Period of sixty (60) months has expired, whichever comes flTst: I. Certificate of Occupancy: A final certificate of occupancy (or equivalent approval) has been issued for all occupied spaces; 11. Occupancy Threshold: At least seventy-five percent (75%) of the gross leasable area within the Development is subject to executed leases with tenants that are open and operating (or otherwise paying rent); 111. Completion of Core Infrastructure Improvements Development Plan: All core infrastructure and base building systems necessary for full operational use of the Development are substantially complete; and iv. Absence of Material Defaults: There are no uncured material defaults by Lessee under this Lease or by tenants under leases contributing to the occupancy threshold. Lessee's lnitial~ Accent Property Monagement, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.S. Virgin Islands P ag e 5 3.04 Sublease Revenue Sharing and Additional Rent: As Additional Rent, the Lessee agrees to pay to the Lessor a revenue share equal to a percentage of all base rent received by the Lessee from any sublease of the Premises or any portion thereof. "Base Rent" includes all amounts actnally received by Lessee from any sublessee(s) paid in connection with the sublease. a. Lessee shall be required to pay Lessor an Additional Rent of five percent (5%) of all base rent actnally collected monthly by Lessee per month, from the first (I s~ year through the fifth (5th) year. b. Lessee shall be required to pay Lessor an Additional Rent of eight percent (8%) of all base rent actnally collected monthly by Lessee per month, from the sixth (6th) year through the tenth (10th) year. c. Lessee shall be required to pay Lessor an Additional Rent of ten percent (10%) of all base rent actnally collected monthly by Lessee per month, after the eleventh (II th) year through the fifteenth (15th) year. d. Lessee shall be required to pay Lessor an Additional Rent of fifteen percent (15%) of all base rent actnally collected monthly by Lessee per month, from the sixteenth (16th) year throl!gh the twentieth (20th) year. e. Lessee shall be required to pay Lessor an Additional Rent of fifteen percent (20%) of all base rent actnally collected monthly by Lessee per month, from the twenty-first (21 st) year through the twenty-fifth (25th) year. f. Lessee shall be required to pay Lessor an Additional Rent of fifteen percent (25%) of all base rent actnally collected monthly by Lessee per month, from the twenty-sixth (26th) year through the thirtieth (30th) year. g. Lessee shall be required to pay Lessor an Additional Rent of thirty percent (30%) of all base rent actnally collected monthly by Lessee per month, during any Renewal Term. 3.05 Payment and Reporting: The revenue share shall be calculated and paid to the Lessor on a monthly basis, no later than the tenth (lOth) day of each calendar month for revenues received in the preceding month. Together with each payment, Lessee shall deliver a report in reasonable detail showing: 1. A copy of each active sublease; 11. The gross base rent revenue received under each sublease. 111. A calculation of the base rent revenue share due to the Lessor. Lessee's Initial~ Accent Property Management, LLC Porcel Nos. 123 Subbase ond 129 Sub-base St. Thomos, U.S. Virgin Islands P age 6 3.06 Audit Rights: The Lessor shall have the right, upon reasonable prior notice and no more than once per calendar year, to audit the books and records of the Lessee related to any sublease revenues for the purpose of verifying compliance with this revenue sharing provision. Any underpayment shall be due immediately from Lessee, and subject to repayment with interest at the rate of one and a half percent (1.5%) per month, 3.07 Assignment and Successors: This revenue sharing obligation shall run with the Lease and bind all successors, assigns, and transferees of the Lessee, No assignment or transfer of the Lease shall relieve the Lessee, successors, assigns, or transferees of its obligations under this section unless expressly released in writing by the Lessor. 3.08 Late Payment Charges: Lessee acknowledges that late payment by Lessee to Government of rent and other charges provided for under this Lease will cause Government to incur costs not contemplated by this Lease, the exact amount of such cost, includes without limitation, processing, and accounting charges. Therefore, if any installment of rent or any other charge due from Lessee is not received by the Government within ten (10) days of the date due, Lessee shall pay to Government an additional ten percent (10%) of the amount owed for monthly rent or any other charges, including but not limited to repair costs and attorney's fees, as a late charge, The parties agree that this late charge represents a fair and reasonable estimate of the costs that Government will incur by reason of the late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount, nor prevent Government from exercising any of the other rights and remedies , available to Government. ARTICLE IV IMPROVEMENTS 4.01 Improvements: As a part of the consideration for this Lease, the Lessee shall provide at its own cost and expense the following improvements, ("Improvement") owned by the Lessee at an estimated cost of Five Hundred Thousand Dollars and Zero Cents ($500,000,00), in accordance with Development Plan submitted to Lessor, and attached hereto and made a part hereof as Exhibit D, subject to the approval of the Commissioner of the Commissioner of the Department of Property and Procurement, in addition to whatever other licenses or permits are deemed necessary. The Improvements to be made to the Premises are as follows: LIST OF IMPROVEMENTS 1. Building 1 (parcel No. 123 Subbase) A. Demolish, rebuild, or renovate the building's: 1. Roof; n. Electrical systems; Lessee's Initials~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.S. Virgin Islands iii. Plumbing; iv. HV AC; and v. Mechanical systems. 2. Building 2 (parcel No. 129 Subbase) A. Renovate the buDding's; i. Roof; ii. Siding; 111. Electrical systems; iv. Plumbing; v. HVAC; vi. Mechanical systems; and vii. Interior. 3. Building 3 (parcel No. 129 Subbase) A. Renovate the building's: i. Roof; 11. Siding; 111. Rollop doors; and iv. Interior. The improvements shall be completed no later than sixty (60) months of the Commencement Date of this Lease ("Construction & Financial Stabilization Period''). Lessee agrees to keep the said Premises and appurtenances as repaired, constructed or otherwise developed in a clean, sightly, and tenantable condition, and to return said Premises to Lessor upon the expiration or other termination of this Lease, in as good or better condition as it was since the Commencement Date, less reasonable wear and tear from intervening use. 4.02 Title to Improvements: At the conclusion of this Lease or if renewed, any renewal, title to any structure or improvement by Lessee which is attached to the realty shall vest in the Lessor. Furniture or other personal items, if not removed from the Premises within seven (7) days after termination shall become the property of the Lessor. 4.03 Location of Improvements: The above-mentioned improvements are located at Parcel Nos. 123 Subbase and 129 Sub-base, st. Thomas, u.s. Virgin Islands. 4.04 Real Property Tax: Upon the completion of any improvements constructed on the Premises, Lessee shall notify Lessor who shall notify the Tax Assessor for the purpose of making an assessment of the value of the improvements. Lessee hereby agrees to pay, any and all taxes, assessments, and other charges of any description levied or assessed during the term of this Lease by the Office of the Lieutenant Governor, Tax Assessor on or against any improvements constructed by Lessee or other equipment or fixtures installed by Lessee on Lessee's Initial~ Accent Property Management, UC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, u.s. Virgin Islallds P age 8 the Premises. Assessments shall only apply to those improvements owned hy Lessee during the term of this Lease. 4.05 Repairs by Lessee: Lessee shall at its own cost and expense, make all repairs, structural or otherwise to the interior and exterior of said Premises. Repairs, as used herein shall mean all repairs, replacements, renewals, alterations, additions, improvements, and betterment. The provisions of this Paragraph shall not apply in the case of damage or destruction by fife or other insured casualty or by eminent domain, in which event the obligations of the Lessor and Lessee shall be controlled as hereinafter provided. 4.06 Failure of Lessee to Repair: In the event the Lessee, after it shall have been given a twenty (20) day notice (except in a case of emergency in which event reasonable notice under the circumstances shall be sufficient), refuses and neglects to make any repair for which it is responsible, or if repair is necessitated by reason of the Lessee's negligent acts or omissions, then the Lessor may make such repairs. Lessor shall not be responsible for any loss, inconvenience or damage resulting to Lessee because of Lessor's repair. The cost of such repairs by Lessor, together with interest at the rate provided in Paragraph 3.08 shall be paid by the Lessee as additional rent. 4.07 Excavation and Sorting: If any excavation shall be made or contemplated to be made for building or other purposes upon property or streets adjacent to or nearby the Premises, Lessee either: a. shall afford to the person or persons causing or authorized to cause such excavation the right to enter upon the Premises for the purpose of doing such work as such person or persons shall consider to be necessary to preserve any of the walls or structures of the improvements on the Premises from injury or damage and support the same by proper foundation, or b. shall, at the expense of the person or persons causing or authorized to cause such excavation, do or cause to be done all such work as may be necessary to preserve any of the walls or structures of the improvements on the Premises from injury or damages and to support the same by proper foundations. Lessee shall not by reason of any such excavation or work, have any claim against Lessor for damages or indemnity or for suspension, diminution, abatement, or reduction of rent under this Lease. ARTICLE V MECHANIC'S LIEN 5.01 Mechanic's Lien: Nothing contained in this Lease shall be deemed, construed or interpreted to imply any consent or agreement on the part of Lessor to subject Lessor's interest or estate to any liability under any mechanic's lien. Should any notice of intention Lessee's Initiars& Accent Property Management, LLC Parcel Nos. J 23 Subbase and J 29 Sub-base St. Thomas, u.s. Virgin Islands P ag e 9 to file a lien under Title 28, Chapter 12 of the Virgin Islands Code or any mechanics or other lien be filed against the property of the Lessor, for any work, labor, services or materials performed at or furnished to the Premises for or on behalf of the Lessee or anyone holding any part of the Premises through or under Lessee, Lessee shaU cause the same to be cancelled and discharged of record by payment, bond or order of a court of competent jurisdiction within thirty (30) days after notice by Lessor to Lessee. If Lessee fails to discharge said lien then the Lessee shall forthwith reimburse the Lessor the total expenses incurred by the Lessor in discharging the said lien, as additional rent hereunder. ARTICLE VI INSURANCE AND INDEMNITY 6.01 Liability Insurance: Lessee shall, during the term thereof, keep in full force and effect a policy of public liability and property damage insurance in which the limits of public liability shall be no less than One Million Dollars ($1,000,000.00) property damage, One Million Dollars ($1,000,000.00) for one (I) person injured or kiUed and One Million Dollars ($1,000,000.00) for any number of persons injured or killed in anyone accident. All, of said insurance shall be in a form satisfactory to Lessor and shall provide that it shall not be subject to cancellation, termination, or change, except after thirty (30) days prior written notice to Lessor, Lessee shall furnish Lessor, or Lessor's designee, with a certificate of insurance evidencing the coverage required hereunder on the day Lessee commences occupancy or work in or about the premises herein leased. All such policies shall name the Lessor as additional insured for the full insured amount. 6.02 Indemnity: Lessee agrees to indemnify and hold Lessor harmless from and against any and all claims and demands (unless resulting from the negligence of the Lessor, its agents, contractors, servants or employees) for or in connection with, any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted on the Premises leased herein or occurring in, on or about said Premises or any adjacent area under the control of the Lessee or arising directly or indirectly, from any act or omission of Lessee or subtenant or their respective servants, agents, employees, or contractors, and from and against any and all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon. 6.03 Non-Liability: Lessor shall not be responsible or liable to Lessee for any loss or damage that may be occasioned by the acts or omissions of persons occupying any property adjacent to or adjoining the Premises, or any part thereof, or for any loss or damage resulting to Lessee or its Premises from water, gas, steam, fire or the bursting, stoppage, or leaking of pipes, provided such loss or damage is not occasioned by the negligence of Lessor or its agents, contractors, or employees. 6.04 Fire and Extended Coverage by Lessee: Lessee shall keep all buildings on the Premises insured against loss or damage by fire, windstorm, and earthquake with the usual extended coverage endorsements, in amounts not less than eighty percent (80%) of the full insurable Lessee's lnitial~ l Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.s. Virgin Islands P age 10 value thereof, above foundation walls. A copy of all insurance policies shall be delivered to the Lessor within twenty (20) days of the Commencement Date of this Lease. All policies shall name tbe Lessor as additional loss payee. 6.05 Environmental Limitation ofLiabilitv and Indemnitv: Under no circumstances sball Lessee be held responsible for any hazardous materials or contamination that existed on the Premises prior to Lessee's occupancy or which are caused by the negligence of Lessor or its employees, agents, or contractors. Lessor shall indemnify, defend, and hold Lessee harmless to the fullest extent of the law from and against all damages, claims, causes of actions, fmes, penalties, including without limitation costs of remediation, which result from hazardous materials or contamination of any kind which existed on the Premises prior to Lessee's occupancy or which are caused by the negligence of Lessor or its employees, agents, or contractors. The indemnification obligations of Lessor created by this section shall survive the expiration or termination of the Term or any Renewal Term herein. ARTICLE VII ENTRY BY LESSOR 7.01 Access to Premises: Lessor or Lessor's agents shall have the right to enter upon the Premises upon forty-eight (48) hours notice to the Lessee to examine the same and to show them to prospective purcbasers, lenders, or lessees. In the event of an emergency, however, the aforementioned forty-eight (48) hours notice provision is waived and the Lessor has the right to enter the Premises to prevent any damage to the Property. 7.02 Easement for Pipes and Water Storage Tank Facilitv: Lessee shall permit Lessor or its designees to erect, use, maintain and repair pipes, water storage tank facility, cables, and wires, on or through the Premises as and to the extent that Lessor mayor hereafter deem to be necessary or appropriate. All such work shall be done, so far as practicable, in sucb manner as to avoid interference with Lessee's use of the Premises. ARTICLE VIII CONDEMNATION 8.01 Notice of Condemnation: Tbe party receiving any notice of the kind specified below which involves the Premises shall promptly give the other party notice of the receipt, contents, and date of the notice received, which shall include: a. Notice of Intent of Taking. b. Service of any legal process relating to condemnation of the Premises for improvements. Lessee's Initial~ Accent Property Management, UC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, u.s. Virgin Islands P age 11 c. Notice in connection with any proceedings or negotiations with respect to such a condemnation. 8.02 Rights of Lessor and Lessee: Lessor and Lessee shall each have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of its claims. No agreement, settlement, sale, or transfer to or with the condemning authority shall be made without the consent of both parties. Lessor and Lessee each agree to execute and deliver to the other any instrument that may be required by the provisions of this Lease relating to the condemnation. 8.03 Taking of Leasehold: Upon the total taking, Lessee's obligation to pay rent and other charges hereunder shall terminate on the date of taking, or possession given, whichever is earlier, but Lessee's interest in the leasehold shall continue until the taking is completed by deed, contract, or final order of condemnation. 8.04 Total Taking: Upon a total taking, all sums including damages and interest awarded for the fee, leasehold, or both shall be distributed and disbursed as Lessor and Lessee may agree, or in the absence thereof, in accordance with the laws of the Virgin Islands. 8.05 Partial Taking: Upon a partial taking, all sums including damages and interest awarded for the fee, leasehold or both shall be distributed and disbursed to Lessor and Lessee as they may agree or, in the absence thereof, in accordance with the laws of the Virgin Islands. Upon a partial taking Lessee shall have the option oftenninating this Lease upon thirty (30) days' notice to Lessor. ARTICLE IX CANCELLATION, TERMINATION AND ASSIGNMENT AND TRANSFERS 9.01 Cancellation: This Lease shall be subject to cancellation by Lessor in the event Lessee shall: A. Be in arrears in the payment of the whole or any part of the amount agreed upon hereunder for a period of forty-five (45) days after the Lessor has notified Lessee in writing that payment was not received when due. B. File in court a petition in bankruptcy or insolvency or for the appointment of a receiver or trustee for all or a portion of Lessee's property. c. Make any general assignment for the benefit of creditors. D. Abandon the Premises by not occupying the Premises for a period of ninety (90) days without notice to the Lessor and failing to pay rent during that ninety (90) day period. E. Default in performance of any of the covenants and conditions required herein (except rent payments) to be kept and performed by Lessee, and such default continues for a Lessee's Initia~ Accent Property Management, LLC Parcel Nos. } 23 Subbase and} 29 Sub-base St. Thomas, u.s. Virgin Islands P age 12 period offorty-five (45) days after receipt of written notice from Lessor to cure such default, unless during such forty-five (45) day period, Lessee shall commence and thereafter diligently perform such action as may be reasonably necessary to cure such default. If default by Lessee in the performance of its obligations hereunder is precipitated in whole or in part, by activities for which Lessor is solely responsible, the period herein established to commence a cure for the said default will be extended for a reasonable period to account for the effect of Lessor's activities. F. Be adjudged bankrupt in involuntary bankruptcy proceedings. G. Be made a party of any receivership proceeding in which a receiver is appointed for the Premises or affairs of Lessee where such receivership is not vacated within sixty (60) days after the appointment of such receiver. H. Fail to pay the outstanding assessed real property taxes for two (2) years on improvements Lessee constructed upon the Premises. In any of the aforesaid events, Lessor may take immediate possession of the Premises and remove Lessee's effects, to the extent permitted by law, without being deemed guilty of trespassing. Failure of Lessor to declare this Lease terminated upon the default of Lessee for any of the reasons set out shall not operate to bar or destroy the right of Lessor to cancel this Lease by reason of any subsequent violation of the terms of this Lease. 9.02 Termination: This Lease shall terminate at the end of the Lease term or last exercised Renewal Term. 9.03 Repossessing and Re-letting: In the event of default by Lessee hereunder which shall remain uncured after the required notices have been given pursuant to this Lease and for such time as provided herein, Lessor may at once thereafter, or at any time subsequent during the existence of such breach or default: A. Enter into and upon the Premises or any part thereon and repossess the same, expelling therefrom Lessee and all personal property of Lessee (which property may be removed and stored at the cost of and for the account of Lessee), to the extent permitted by law. B. Either cancel this Lease by notice or without canceling this Lease, re-let the Premises or any part thereofupon such terms and conditions as shall appear advisable to Lessor. If Lessor shall proceed to re-let the Premises during any month or part thereof, at less than the rent due and owing from Lessee during such month or part thereof under the terms of this Lease, Lessee shall pay such deficiency to Lessor upon calculation thereof, provided Lessor has exercised good faith in the terms and conditions of re- Lessee's Initial~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base SI. Thomas, u.s. Virgin 1slands letting. Payment of any such deficiencies shall be made monthly within ten (10) days after receipt of deficiency notice. If any suit or action is brought hy Lessor against the Lessee to enforce any of the provisions of this Lease, the Lessor shall he entitled to collect reasonable costs and attorney's fees in the action or proceeding. 9.04 Assignment and Transfer: Lessee shall not assign or transfer this Lease or any interest therein, without the prior written consent of Lessor which shall not be unreasonably withheld. Any consent of any assignment shall not be deemed consent to any subsequent assignment. 9.05 Subleasing: Lessor understands and agrees that this is a Master Lease in which Lessee will be subleasing portions of the Premises to sublessees. The Lessee shall have the right to sublease all or any portion of the Premises with the prior written consent of the Lessor, which shall not be unreasonably withheld, conditioned, or delayed. Lessor's consent to subleasing does not release Lessee from the performance of any of its obligations under this Lease. Any sublease shall be subject to the terms and conditions of this Master Lease Agreement. In the event of subleasing, Lessee shall pay Lessor additional rent as outlined in Paragraph 3.04. ARTICLE X GENERAL TERMS AND CONDITIONS , 10.01 Notices: All notices provided to be given under this Lease shall be given by certified or registered mail, return receipt requested, postage fully prepaid, addressed to the proper party at: LESSOR: LESSEE: Department of Property and Procurement 8201 Subbase Suite 4 St. Thomas, U.S. Virgin Islands 00802 Accent Property Management, LLC. Royal Palms Professional Building 9053 Estate Thomas Suite 101 St. Thomas, U.S. Virgin Islands 00802 The address of either party may be changed from time to time by giving written notice to that effect. 10.02 Non-discrimination: Lessee in exercising any of the rights or privileges granted by this Lease, shall not, on the grounds of race, color, creed, sex, or national origin discriminate or permit discrimination against any person. Lessee's lnitials~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.S. Virgin Islands P age 14 10.03 Officials not to Benefit: No member of the U.S. Congress or the Territorial Legislature, no official or officer of the United States or the Virgin Islands Government, or any of their instrumentalities shall be admitted to any share of this Lease or any benefit of value that may arise therefrom. 10.04 Agreement made in the Virgin Islands: The laws of the U.S. Virgin Islands shall govern the validity, performance, and enforcement of this Lease. 10.05 Counterparts: This document is executed in one part which shall be deemed an original. 10.06 Cumulative Rights and Remedies: All rights and remedies of Lessor here enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law. Likewise, the exercise by Lessor of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. 10.07 Interpretation: Words of gender used in this Lease shall be held to include singular, plural, and vice versa unless the context otherwise requires. 10.08 Agreement Made in Writing: This Lease contains all agreements and conditions made between the parties hereto and may not be modified orally or in any manner other than by agreement in writing signed by the parties hereto or their respective successors in interest. 10.09 Paragraph Headings: The table of contents of this Lease and the captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not affect the scope, content, or intent of this Lease or any part or parts of this Lease. 10.10 Invalidity or illegality of Provisions: The invalidity or illegality of any provisions shall not affect the remainder of this Lease. 10.11 Successors and Assigns: All terms, provisions, covenants, and conditions of this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their successor, and assigns. 10.12 Broker: Lessee covenants, warrants, and represents that there was no broker instrumental in consummating this Lease, and that no conversations or prior negotiations were had with any broker concerning the renting of the Premises. Lessee agrees to hold harmless Lessor against any claims for brokerage commission arising out of any conversation or negotiation had by Lessee with any broker. 10.13 Approvals Required: This Lease shall not become effective unless approved by the Governor and Legislature of the Virgin Islands. 10.14 Entire Agreement: This Lease constitutes the entire agreement of the Parties relating to the subject matter addressed herein. This Lease supersedes all prior communications or Lessee's Initi~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base St. Thomas, U.S. Virgin Islands P age 15 agreements between the Parties, with respect to the subject matter herein, whether written or oral. 10.15 Conflict of Interest: Lessee covenants that it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its obligations under this Lease. a. Lessee further covenants that it is: 1. not a territorial officer or employee (i.e. the Governor, Lieutenant Governor, member of the Legislature or any other elected territorial official; or an officer or employee of the Legislative, Executive or Judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or 2. a territorial officer or employee and, as such, has: 1. familiarized itself with the provisions of Title 3 Chapter 37, Virgin Islands Code, pertaining to conflicts of interest, including the penalties provisions set forth in Section 1108 thereof; 11. not made, negotiated or influenced this contract, in its official capacity; and no financial interest in the contract as that term is defined in Section 1101 of said Code chapter. 10.16 Rights of Holder of the Leasehold Mortgage: Notwithstanding anything to the contrary herein contained, Lessor agrees that in the event that Lessee secures a leasehold mortgage and thereafter defaults in the performance, of any of the terms and conditions of this Lease, Lessor will give notice of such default to any holder of the leasehold mortgage (where Lessor has been notified of the identity of the leasehold mortgagee) and a like notice of the default to the Lessee. The Lessee or the holder of the leasehold mortgage shall have the right to remedy any such default within a period of forty-five (45) days from the date the notice is mailed by registered or certified mail, return receipt requested, to the holder of the leasehold mortgage and the Lessee. In every case where the holder of the leasehold mortgage elects to acquire possession of the Premises or to foreclose the leasehold mortgage, such holder shall, prior to the acquiring possession or the foreclosing of the leasehold mortgage, (i) give Lessor the right of first refusal to purchase and assume Lessee's leasebold mortgage interest and obligation, or (ii) to provide a purchaser for Lessee's leasehold mortgage interest and obligation. The Lessor shall exercise the rights herein set out within one hundred twenty (120) days from the date Lessor is notified by the holder of the leasehold mortgage that these rights may be exercised. Lessee's Initials~ Accent Property Management, LLC Parcel Nos. 123 Subbase and 129 Sub-base SI. Thomas, u.s. Virgin Islands P age 16 In the event that this Lease is terminated, Lessor may enter into a new lease of the Premises with the holder of the leasehold mortgage, or its designee, within thirty (30) days after receipt of such request, which new lease will be effective as of the date of such termination of this Lease and shall run for the remainder of the same term, and subject to the same covenants, conditions and agreements; provided that the holder of the leasehold mortgage, or its designee, (i) contemporaneously with the delivery of such request, pay to the Lessor all the installments of basic rent and all other items of additional rent which would have been due for the Lessee had the Lease not been terminated and (ii) all sums due from the date of termination to the date of execution of the new lease. 10.17 Compliance with Laws: Lessee shall comply with all laws and regulations of the u.s. Government and the Government of the Virgin Islands including but not limited to zoning, Coastal Zone Management (CZM), building codes, environmental, and American Disabilities Act (ADA). The Lessee shall obtain all licenses, permits, and any required re-zoning of the Premises and to do business in the Virgin Islands as required. 10.18 Waiver: Waiver by Lessor of any breach of any term condition or covenant of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other terms, conditions, or covenants of this Lease. No delay or omission to exercise any right or power hereunder shall impair any right or power of Lessor; every right and remedy conferred under this Lease may he exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. 10.19 Enforcement of Lease Terms: Waiver by either party of any breach of any term condition or covenant of this Lease, during the term of this Lease, shall not be deemed to be a waiver of any subsequent breach of the same or any term, condition, or covenant of this Lease. No delay or omission to exercise any right or power shall be construed to be a waiver of any such right or power and every right and remedy conferred under this Lease may be exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. [INTENTIONALLY LEFT BLANK - SIGNATURES FOLLOW) Lessee's Initials~ Accent Property Management, LLC Parcel Nos. J 23 Subbase and J 29 Sub-base St. Thomas, Us. Virgin Islands P age 17 IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals on the day and year first ahove written. WITNESSES: CSt tl\ar Ie · gO\i we t ¥ (Print) , MA ~ . ACKNOWLEDGEMENT Territory of the Virgin Islands ) District of St. Thomas/St. John ) ss: Before me personally appeared Randa DeSouza, Chief Administrative Officer of Accent Property Management, LLC, to me well known, or proved to me through satisfactory evidence to be the individual(s) described in and who executed the foregoing instrument for the purposes therein contained. ,..... A.D. 20~ ~~:::::::::.....-~ Notary Public Lynette p, Pe -Amey Notary P blic St. Thomas/SI. lobn, U.S. Virgin IsiiDda Np·519-22 My Commission I!xpires: lanulry 25, 20~6 EXHIBIT A , \ \ EXHIBIT A , , .sV~-.t!!JAr4 (u1V:D1 VIZ>6~ -- Sv.!3 -,BAs&: rt'N:DIV/ZJ-:Z:» \ \ \ \ \ #0. /.2..3 ~\ I-'~ I ~. I ffi o " EXHIBITB EXHIBIT B ~ l~ sua - ~A!!I6 \! ' I ~ \ I ~ , ..... -'- ~ - - - ---- PA,t<qCH4 ""'C" ;.29 AtIf'eA -.30. tS7.:S' : sypr, (sua-.t3Ase) \. PARceLs SCAlE I ,. == 5'0' ,SUB-BAse "- <z.. " "11'-1... "- '" " "-, " " " --~ ~"" ............. !O, ....... ...... :"I,.. ......... , " PARCEl. ~~ ;Ya. /2~ /.33 1;..34- - (SV.s-AAS'£) DATE ;: - ;7- 7; REVISED ~.:; GO V E R'N MEN T 0 F THE UNIT ED S T A J E S V I R G1N I S L A Ii 0 S CHARLOTTE AMALIE ST. THOMAS VIRG~N ISLANDS PORT AUTffOfUTY _ ... _ ..... __ .. _ ... - ...... __ ........ _ >:::J __ a ( :;::c > She~t }~: ./., £.AtNA'6N~ I "". ~-.z>.u-. . ; oJ. ~t~ SUPPORTING BUSINESS DOCUMENTS ( N/A) Financial Statementsl Business Plan (X ) Business License Expires: 02/28/2026 (X ) Certificate of Liability Insurance (if already on property) Expires: 08/27/2026 ( N/A) Articles of Incorporation ( X ) Articles of Organization ( N/A) Certificate of Limited Partnership (N/A) Tradename Certificate (if applicable) Ex pires: -,-N,,-,/ A--,-_ ( X ) Corporate Resolution/ Memo Authorizing Signature Dated: 12/26/2024 Expires: _N_/A __ _ ( X ) Certificate of Good Standing Dated: 08105/2025 Expires: 06/30/2026 (N/A) Certificate of Existence Dated: N/A Expires: _N_ /A __ _ THE GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS BUSINESS LICENSE KNOW ALL BY THIS PRESENT 3 Chapter 16 and Title 27 V.I.C. relating to the licensing the provisions of 10 V.I.C. Sec. 4 1 relating i 129 SUB BASE SOUTH SIDE OTR CHARLOTTE AMALIE 129 SUB BASE SOUTH SIDE OTR CHARLOTTE AMALIE ST. THOMAS VI 00802 Business No: 67088 ST. THOMAS VI 00802 Types of License(s) Rental of Commercial Space As provided by law, the authorized licensing authority shall have the power to revoke or suspend any License' hereunder, upon finding. after notice and adequate hearing, that such revocation or suspension is in the interest; provided, that any persons aggrieved by any such decision of this office shall be entitled to a review same by the Territorial Court upon appeal made within (30) days fTom the date of the decision; provided, further, all deCisions of this office hereunder shall be final except upon specific findings by the Court that the same was arrived at by fraud or illegal means. 5 is responsible for making application for same without any notice from this office. It t~,~ti~;~c :'~~~~.to notify the Department in writing within (30) days, when a license is to be in status. Failure to do so will result in the assessment of penaitles as authorized by law. 02/26/2025 until 0212812026 02/26/2025 SI. Thomas,V.I. 130.00 H. Nathalie Hodge Commissioner, Department of Licensing and Consumer Affairs TillS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS ~ I DATE (MMlDDIYYYY) AeRDe CERTIFICATE OF LIABILITY INSURANCE 08/2812025 THIS CERTIFICATE IS ISSUED AS A MAnER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSmUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDmONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER =~CT Sophia Jean Theodore Tunick & Company _rngN,fo Ext): (340) 776-7000 I r~.No): (340) 776-5765 1336 Belijen Road, Suite 300 ~D~: sjean@theodoretunlck.com INSURER(S) AFFORDING COVERAGE NAICtI St Thomas VI 00802 IHSURERA: Lloyd's Syndicate #4444 CPS MIL INSURED INSURERB: Accent Property Management, LLC INSURERC: 9053 Estate Thomas, Suite 101 INSURERD: INSURERE: St. Thomas VI 00802 INSURERF: COVERAGES CERTIFICATE NUMBER· CL2582823716 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~1: TYPE OF INSURANCE INSD WVD POUCY NUMBER ('~%~ ~~~ UMITS ~ COMMERCIAL GENERAL UABILITY EACH OCCURRENCE $ 1,000,000 - o ClAIMS-MADE (8) OCCUR PREMISes (Ea occurrence) $ 100,000 - MED EXP (Anyone person) $ 5,000 A Y SLGLCPSM22610 - 08/27/2025 0812712026 PERSONAL & ADV INJURY $ 1,000,000 $ 2,000,000 ~AGGREGATE LIMIT APPlIES PER, GENERAL AGGREGATE DPRO- D $ 1,000,000 POLICY JECT LOC PRODUCTS-COM~OPAGG OTHER: $ AUTOMOBILE LIABILITY ~~~.t~t'~~tfINGLE LIMIT $ - ANY AUTO BODILY INJURY (Per person) $ - OWNED r-- SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per acc:ldent) $ - HIRED f- NON-OWNED rp~~~~~gAMAGI: $ - AUTOS ONLY f- AUTOS ONLY $ UMBREllA UAB HOCCUR EACH OCCURRENCE $ - EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION S $ WORKERS COMPENSATION I PER I 10 TH- AND EMPLOYERS' LIABILITY STATUTE ER YIN ANY PROPRIETORIPARTNERlEXECUTIVE D NIA E.L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE - EA EMPLOYEE $ If ves, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY UMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarlcs Schedule, may be attached If more space Is required) Department of Property & Procurement, Govemment of the VI is provided Additional Insured status when required by written contract or agreement with respect to land leased at 123 & 129 Sub Base South Side Qtr, st. Thomas VI 00802 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Government of the U.S. Virgin Islands Department of Property & ACCORDANCE WITH THE POUCY PROVISIONS. 8201 Subbase, Suite 4 AUTHORIZED REPRESENTATIVE St. Thomas VI VI 00802 1-(.424 I @) 1988·2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: SLGLCPSM22610 COMMERCIAL GENERAL LIABILITY CG 2024 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS OR OTHER INTERESTS FROM WHOM LAND HAS BEEN LEASED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises Name Of Person(s) Or Organization(s) (Part Leased To You) Government of the U.S. Virgin Islands Department of Property & Procurement 8201 Subbase, Suite 4, St. Thomas VI, 00802 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG20240413 © Insurance Services Office, Inc., 2012 Page 1 of1 ~- THE UNITED STATES VIRGIN ISLANDS USVI Lieutenant Governor Filed: February 20, 202502:01 PM BID: DCO l3 1239 Articles of Amendment ACCENT PROPERTY MANAGEMENT, LLC (DC0131239) General Details Handling Option Delayed Effective Date Amendment Adoption Date Other Amendments Standard Processing February 17 2025 Name Change Details (Optional) Amend Company Name? Business Addresses Physical Address Principal Office or Place of Business No 30 Estate Pearl, St Thomas, United States Virgin Islands, 00802, United States Mailing Address Mailing Address POBox 120 I 6, St Thomas, United States Virgin Islands, 0080 I, United States Amendment Details Term Natnre of Business/Purpose Additional Purpose Details: Amount of Capital Managed By Members Liability Perpetual Finance, Insurance, and Real Estate, Real Estate PROPERTY MANAGEMENT 1,000.00 Member Managed Members are not liable Generated on February 25, 2025 04:30 PM lof4 This Amendment supersedes Yes the original registration and aU Amendments to the original registration. Resident Agent Resident Agent in USVI Resident Agent Type Entity Name Business Identifier Physical Address Mailing Address Start Date Principals Managers/Members Manager/Member Non-Registered Entity Non-Registered Entity Name Status Physical Address Mailing Address Position Registered Business Entity BUSINESS BASICS VI, LLC 582110 Royal Palms Professional Building, 62-3a & 62-3b Estate Thomas, Suite 10 I, St Thomas, United States Virgin Islands, 00802, United States Royal Palms Professional Building, 9053 Estate Thomas, Suite 10 I, St Thomas, United States Virgin Islands, 00802, United States December 18 2024 Created ARI GROUP MANAGEMENT TRUST Active Royal Palm Professional Bldg 62-3a & 62-3b Suite lOI , St Thomas, United States Virgin Islands, 00802, United States Royal Palm Professional Bldg 9053 Estate Thomas Suite 101, St Thomas, United States Virgin Islands, 00802, United States Member Generated on February 25, 2025 04:30 PM 20f4 Manager/Member Registered Business Entity Entity Name Business Identifier Status Previous Value Physical Address Mailing Address Position Documents Supporting Documents Signature(s) Name Position Organization Date I DECLARE, UNDER PENALTY OF PERJURY, UNDER THE LAWS OF THE UNITED STATES VIRGIN ISLANDS, THAT THIS OFFICER HAS AGREED BY RESOLUTION TO THE CHANGES MADE IN THIS APPLICATION. Daytime Contact Changed ARl GROUP SUBBASE MANAGEMENT, LLC DCO l30563 Dissociated Active 3077 Kroprindsens Gade, St Thomas, United States Virgin Islands, 00802, United States Mailing Address is the same as the Physical Address Member Accent signed Amcndmcnt.pdf'02I24/2025 8:3 1 PM Randa DESUZA Entity Representative ARl GROUP MANAGEMENT TRUST February 18 2025 Yes Generated on Febmary 25, 2025 04:30 PM Created 30f4 Name Telephone Email I DECLARE, UNDER PENALTY OR PERJURY, UNDER THE LAWS OF THE UNITED STATES VIRGIN ISLANDS THAT ALL STATEMENTS CONTAINED IN THIS APPLICATION, AND ANY ACCOMPANYING DOCUMENTS, ARE TRUE AND CORRECT, WITH FULL KNOWLEDGE THAT ALL STATEMENTS MADE IN THIS APPLICATION ARE SUBJECT TO INVESTIGATION AND THAT ANY FALSE OR DISHONEST ANSWER TO ANY QUESTION MAY BE GROUNDS FOR DENIAL, SUBSEQUENT REVOCATION OF REGISTRATION, OR OTHER FINES AND PENALTIES PURSUANT TO THE FRAUDULENT CLAIMS STATUTE AS SET FORTH IN 14 V.I.C. § 843. Mrs. Knolah Nicholls Thomas (1) 340-690-5093 Experthusinessvi@gmail.com Yes Generated on February 25, 2025 04:30 PM 4of4 THE UNITED STATES VIRGIN ISLANDS USVI Lieutenant Governor Filed: December 18, 202404: 18 PM 8lD: DCOl 31239 Articles of Organization ACCENT PROPERTY MANAGEMENT, LLC (DC0131239) General Details Handling Option Delayed Effective Date Type of Limited Liability Company Proposed Company Name Select a Reserved Name Standard Processing Limited Liability Company No ACCENT PROPERTY MANAGEMENT, LLC Business Addresses Physical Address Principal Office or Place of Business 30 Estate Pearl, SI Thomas, United States Virgin Islands, 00802, United States Mailing Address Mailing Address POBox 12016, St Thomas, United States Virgin Islands, 00801 , United States Business Details Term Nature of Business/Purpose Additional Purpose Details: Amount of Capital Managed By Members Liability Perpetual Finance, Insurance, and Real Estate, Real Estate PROPERTY MANAGEMENT 1,000.00 Member Managed Members are not liable Generated on December 19, 202410:34 AM lof4 Resident Agent Resident Agent in USVI Resident Agent Type Entity Name Business Identifier Physical Address Mailing Address Resident Agent Consent Form Principals Organizers Organizer I Individual Name Status Physical Address Mailing Address Managers/Members Registered Business Entity BUSINESS BASICS VI, LLC 582110 Royal Palms Professional Building, 62-3a & 62-3b Estate Thomas, Suite 101 , St Thomas, United States Virgin Islands, 00802, United States Royal Palms Professional Building, 9053 Estate Thomas, Suite 10 I, St Thomas, United States Virgin Islands, 00802, United States Accent Property Management, LLC Resident Agent.pdfl2118/2024 4:03 PM Knolah NICHOLLS-THOMAS Active 30 Estate Pearl, St Thomas, United States Virgin Islands, 0080 I, United States POBox 120 I 6, St Thomas, United States Virgin Islands, 0080 I, United States Generated on December 19, 2024 10:34 AM 20f4 Manager/Membcr Registered Business Entity Entity Name Business Identifier Status Physical Address Mailing Address Position Signature( s) Name Position Date I DECLARE, UNDER PENALTY OF PERJURY, UNDER THE LAWS OF THE UNITED STATES VIRGIN ISLANDS, THAT THlS OFFICER HAS AGREED BY RESOLUTION TO THE CHANGES MADE IN THIS APPLICATION. Daytime Contact Name Telephone Email I DECLARE, UNDER PENALTY OR PERJURY, UNDER THE LAWS OF THE UNITED STATES VIRGIN ISLANDS THAT ALL STATEMENTS CONTAINED IN THIS APPLICATION, AND ANY ACCOMPANYING ARl GROUP SUBBASE MANAGEMENT, LLC DCOl30563 Active 3077 Kroprindsens Gade, St Thomas, United States Virgin Islands, 00802, United States Mailing Address is the same as the Physical Address Member Mrs. Knolah NICHOLLS-THOMAS Organizer December 18 2024 Yes Mrs. Knolah Nicholls-Thomas (I) 340-690-5093 Expertbusinessvi@gmail.com Yes Generated on December 19, 2024 10:34 AM 30f4 DOCUMENTS, ARE TRUE AND CORRECT, WITH FULL KNOWLEDGE THAT ALL STATEMENTS MADE IN THIS APPLICATION ARE SUBJECT TO INVESTIGATION AND THAT ANY FALSE OR DISHONEST ANSWER TO ANY QUESTION MAYBE GROUNDS FOR DENIAL, SUBSEQUENT REVOCATION OF REGISTRATION, OR OTHER FINES AND PENALTIES PURSUANT TO THE FRAUDULENT CLAIMS STATUTE AS SET FORTH IN 14 V.I.C. § 843. Generated on December 19,2024 10:34 AM 4of4 Government of The United States Virgin Islands -0- Office of the Lieutenant Governor Division of Corporations & Trademarks Business Entity No. DCO 131239 CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that ACCENT PROPERTY MANAGEMENT, LLC has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as required by the Virgin Islands Code, and the Rules and Regulations of this Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence not having been cancelled or dissolved as far as the records of my office show. Wherefore, the aforementioned entity is duly fornled under the laws of the Virgin Islands of the United States, is duly authorized to transact business, and, is hereby declared to be in good standing as witnessed by my seal below. This certificate is valid through June 30th, 2026. Entity Type: Domestic Limited Liability Company Entity Status: In Good Standing Registration Date: 1211 8/2024 Jurisdiction: United States Virgin Islands, United States Witness my hand and the seal of the Government of the United States Virgin Islands, on this 5th day of August, 2025. 080520250080 ;;;;A~ Tregenza A. Roach Lieutenant Governor United States Virgin Islands CERTIFIED RESOLUTIONS OF THE CHIEF ADMINISTRATIVE OFFICER AND AUTHORIZED REPRESENTATIVE OF ACCENf PROPERTY MANAGEMENT, LLC The undersigned, as Attorney-in-Fact for the ARI Group Management Revocable Trust ("Trust"), designates Randa DeSuza, as the Chief Administrative Officer ("CAO") and Authorized Representative of Accent Property Management, LLC (the "Company"), a limited liability company organized under the laws of the United States Virgin Islands, and hereby certifies that the following resolutions were duly adopted in accordance with the Operating Agreement of the Company and that these resolutions remain in full force and effect as of the date set forth below: RESOLVED, that the CAO and Authorized Representative, on behalf of the Company, is authorized to enter into a Lease Agreement with the Government of the Virgin Islands (the Government") under the terms of such agreement. RESOLVED, that the Company is authorized to execute a Lease Agreement and any and all documents necessary or desirable to effectuate the tenns and conditions of such Lease Agreement; and it is further RESOLVED, that all actions necessary to effectuate a Lease Agreement, including the execution and delivery of agreements. documents, or instruments contemplated by such Lease Agreement, are hereby authorized, approved, and ratified; and it is further RESOLVED, that any actions taken by the company or Randa DeSuza, as CAO and Authorized Representative of the Company, before the date of these resolutions that are consistent with and in furtherance of the foregoing resolutions, are hereby approved, ratified, and confirmed as valid acts of the Company; and it is further CERTIFIED, that the undersigned CAO and Authorized Representative is duly authorized to make these resolutions and that the CAO's certification is binding upon the Company. [SIGNATURE PAGES FOLLOW] 1. [SIGNATURE PAGE TO THE CERTIFIED RESOLUTIONS OF THE MEMBERS OF ACCENT PROPERTY MANAGEMENT GROUP, LLC] Witnesses (two): .(1,eer2,'-J.b- -(k~~ ~ O ~o- &rle.. ~'-ner ~2l:A~ Signature Chief Administrative Officer Accent Property Management Group, LLC By . ... /q~ Randa DeSuza Title: Authorized Representative ~ 2 p' ~ , Name: Randa DeSuza Title: Authorized Representative and Attorney- in-Fact TERRITORY OF THE US VIRGIN ISLANDS ) ) ) ACKNOWLEDGMENT DISTRICT OF ST. THOMAS I ST. JOHN The foregoing document was acknowledged before me this 26 day of December 2024 by, the Authorized Representative of ARI GROUP MANAGEMENT TRUST and ACCENT PROPERTY MANAGEMENT GR C for the purposes contained therein. 2 Notary Public ' - My Commission ExP:tf~rrARY PUBLI<; Nome; ChQrmaifl~ A. DllflCtln My Commission Exp.: Mardi 5. 202S NP Commission. : Np·310·21 51. ThomaslSt. John, USVI District