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CLE202200053 Application 2022-04-27
Keystone Novelties Distributors, LLC 531 N. 4" Street Denver PA 17517 Ph. 717-390-0844 Fax: 717-290-7774 Info@keystonenovelties.com April 26, 2022 County of Albemarle - Community Development 401 McIntire Road, North Wing Attn: Zoning Charlottesville, VA, 22902 We are in the process of planning for our annual Fourth of July tent sales. I have included in this package everything that I believe is necessary for the purposes of applying for our permit. Below is an outline of our intended event & supporting documents provided with this submittal. Location/Hours & Documents: • Location of Sale:1600 Rio Road East, Fashion Square Mall Charlottesville, VA • Sale Dates: 6/22/2022 through 7/5/2022 o Tent is set a few days before & site is clear by July,10th o Hours of Operation: 9am to 9pm Daily, 9am to 10:30pm on the 3rd & 4f. • Application(s) included: Permit - Zoning • Letter of Permission: Copy of signed lease • Plot Map Diagram: Showing proposed tent location on the property • Tent Layout: Showing tables and exits, o The tent is installed by professional rental company and will be anchored per manufacturers instruction approximately every ten feet around the perimeter of the tent. • Flame Retardant Certificate: Copy of the tent fabric flame certificate • Insurance Certificates: Liability &/or Workers Comp Ins. Certs. attached • Fees: Check for $54.00 to pay for the permit. If no check is included, please provide amount & instructions for prompt payment. The tent will be put up a few days in advance and removed as soon as possible after July 501 but no later than July 1001. We post "No Smoking" & "Exit' signs at all egress points and always have (2) fire extinguishers on hand. Should you have any questions or if anything has changed for this year, please call or email me at 717-390-0844 or permits@keystonenovelties.com. Respectfully, Alex Mutzabaugh Field Operations Manager Zoning Clearance Information 49 Albemarle County Community Development 401 McinYre Rd, North Wing CharottesNlle, VA 22902 Phone 434.296.5832 What is a Zoning Clearance? A Zoning Clearance is verification from Albemarle County that a proposed use, whether it is a new business or other activity (see Zoning definition of "Use"), satisfies all requirements of the Albemarle County Zoning Ordinance and ensures public health and safety. A Zoning Clearance Application is reviewed by the Zoning Department, Building Inspections Department, as well as any other applicable departments or agencies. A Zoning Clearance is Required in the Following Circumstances • Opening a new business • Changing or expanding an existing business • Buying an existing business • Moving a business to a new location or changing its name • Before natural resource extraction • Any uses listed in Section 5 of the Albemarle County Zoning Ordinance as requiring a Zoning Clearance Items Required to Apply for a Zoning Clearance Before filling out a Zoning Clearance Application ensure you have or have done the following: 0 Tax Map and Parcel number or Address of the property. Include suite/unit/floor number, if applicable. 0 Description of the proposed business/use. Include any and all relevant information such as a description of the business, the number of employees, number of shifts, availability of parking, etc. 0 A Floor Plan. A sketch or an architectural drawing of the total square footage of the use. If using less than the entire structure, note the location within the structure. Note the square footage of and use of each room. 0 Provide notice to the owner if the applicant is not the owner. Within ten days of applying for a zoning clearance, the applicant, if they are not the owner of the parcel and/or structure, shall inform the owner that they have applied for a Zoning Clearance. Please fill out the form on page 3. • Other Approvals/Documents if applicable. • A Certified Engineer's Report is required if the parcel is zoned Industrial (LI, HI, or PDIP). • Health Department approval is required for food preparation or if the parcel is on private well or septic. • Bakeries require USDA approval. • Any additional approvals the Zoning Administrator may require including Department of Social Services and Fire + Rescue. • If you have any questions feel free to contact Staff at (434) 296-5832 Submitting an Application FE Once you have all the required information provided above: 1. Fill out an application. Please complete page 2 in its entirety. 2. Submit an application. Bring or send a completed application to Albemarle County Community Development at 401 McIntire Rd, North Wing, Charlottesville, VA 22902 3. Pay. The $54 application fee can be paid for in person or online. If paying online please attach a copy of your payment receipt. A Zoning Clearance Application will not be processed until payment has been received. 4. Notify the Owner. If you are not the owner of the property please fill out page 3. Zoning Clearance Application FOR OFFICE USE ONLY Fee Amount: $ 54 Receipt #: Clearance Number: Date Paid: By: Check #: By: Applicant - Fill out the entire page below And return to Community Development 401 McIntire Rd, North Wing, Charlottesville, VA 22902 Albemarle County Community Development 401 Mclnfire Rd, North Wing Charlottes0e, VA 22902 Phone 434.296.5832 Name: Keystone Novelties Distributors, LLC E-Mail Address: permits@keystonenovelties.com Mailing Address: 531 N 4th Street Denver PA 17517 Phone #: 717-390-0844 ext102 Tax Map and Parcel number and/or Address of the Business: 06100-00-00-13200 Zoning: Staff will fill out if unknown Parcel Owner: Charlottesville JP 2014-C21 LLC c/o JLL owner's Address: Charlottesville VA 22901 Check any that apply: 0 New Business ❑ Change of Use ❑ Change of Ownership ❑ Change of Name Business Name: Keystone Novelties Distributors, LLC Description of Business: Describe the business including use, number of employees, number of shifts, availability of parking, and any additional info. 6/22/22-7/5/22 Sale of fireworks via temporary tent from 9am-11 pm daily. Operated for multiple years, lic#900697 Previous Business on Site: N/A Floor Plan: Please attach either an architectural drawing or a sketch of the proposed business indicating the location of uses, the uses of rooms, the total square footage of the use, and any additional information. Total Square Footage Used for the Business: 20x40 Temporary Tent for retail sales - map attached Is the Parcel Zoned LI, HI, or PDIP? Yes No If yes, fill out a Certified Engineer's Report (CER) Will there be food preparation? Yes No If yes, provide Virginia Department of Health approval Is the Parcel on public water or private well? VPublic Private If on private well, provide Virginia Department of Health approval Is the Parcel on public sewer or septic? Public Septic If on septic, provide Virginia Department of Health approval Will you be putting up any new signage? Yes V No If yes, obtain appropriate sign permit and list permit # below Will there be new construction or renovations? Yes LJ No If yes, obtain appropriate building permit and list permit # below Please list any applicable Building Permit #s: Zoning Clearance review cannot begin until the application above is complete and all applicable forms and fees are submitted. This Clearance will only be valid on the parcel for which it is approved. If you change, intensify, or move the use to a new location, a new Zoning Clearance will be required. I hereby certify that I own or have the owner's permission to use the space indicated on this application. I also certify that the information provided is true and accurate to the best of my knowledge. I have read the conditions of approval, and I understand them, and that I will abide by them. Signature l/� �� Printed Alex Date 4/27/2022 2 `pF Albemarle County Zoning Clearance Application r"I 401M�h.i;e°Rd,NoahWing r" Charlottesville, VA 22902 �OBGINV� Phone 434.296.5832 Applicant - If you are not the landowner, please fill out the entire page below, confirming that you have either informed or are going to notify the owner of your application. CERTIFICATION THAT NOTICE OF THE APPLICATION HAS BEEN PROVIDED TO THE LANDOWNER I certify that I will provide (or have provided) notice of this clearance application, Keystone Novelties Distributors, LLC to Charlottesville JP 2014-C21, LLC the owner of Tax Map and Parcel Number 06100-00-00-13200 by either delivering a copy of the application to them in person or by sending them a copy of the application by mail. (Please check one of the following below) ❑ Hand delivering a copy of the application to the owner identified above on Date Mailing a copy of the application to the owner identified above on Date 4/25/2022 to the following address: Athena Emmans, 509-511-3166 (athena.emmansaam.ill.com) (Written notice to the owner and last known address on our record books will satisfy this requirement. Please see staff for help determ)ning this information if needed) 7�� J'�/// � Signature of Applicant Applicant Name Printed Rick Seery, Keysfone Novelties Distributors, LLC Date 4/26/2022 3 For Albemarle County Staff Review Only Proposed Use: Permitted: ❑ Yes ❑ No Permitted by Section: Supplementary Regulations: Applicable Special Use Permit (SP): Applicable Rezonings (ZMA): Applicable Site Plans (SDP): Parking: If there is an approved site plan associated with the parcel, the parking requirements will be defined by the SDP. Some Parking Formula: Defined by: ❑Site Plan ❑ Zoning Ordinance ❑ CoD ❑Existing Total Square Footage of the Use: Required number of parking spaces: Associated Clearances: Variances: Violations: Is a site inspection necessary?: ❑ Yes ❑ No Site Inspection on (date): To Confirm: Notes: Conditions of Approval: Additional conditions of approval apply to Fireworks and Christmas Trees Approval Information ❑ Approved as proposed ❑ Approved with conditions ❑ Denied ❑ Backf low prevention device and/or current test data needed for this site. Contact ACSA, 434.977.4511 ext. 117 ❑ No physical site inspection has been done for this clearance. Therefore, it is not a determination of compliance with the existing site plan. ❑ This site complies with the site plan as of this date. Conditions: Additional Notes: Building Official Date Zoning Official Date Other Official Date County of Albemarle Department of Community Development 401 McIntire Road Charlottesville, VA 22902 Phone: 434.296.5832 Fax: 434.972.4126 4 Tenant#t0067721 Agreement # 2675006 Charlottesville Fashion Square Shopping Center License Agreement This License Agreement ("License") is executed on this day of 20_, ("Effective Date") between Jones Lang LaSalle Americas Inc. ("Agent), as agent for Charlottesville JP 2014-C21, LLC ("Licensor") and as sub -manager for Charlottesville JP 2014-C21, LLC ("Manager"), and Keystone Fireworks ("Licensee"), doing business as Keystone Fireworks ("Trade Name"). Licensee acknowledges that Agent is executing this License solely in its capacity as agent for Licensor and not as a partner or joint venturer with Licensor. Notice addresses for Licensor and Licensee are as follows: Address Phone Email Licensor— Notice 1600 Rio Rd E, , Charlottesville, VA 22901 0 - n/a Licensee — Billing 513 North 4th Street, Denver, PA 17517 717 290-7770 1 fmay@keystonenovelties.com Licensee — Notice 1 513 North 4th Street, Denver, PA 17517 717 290-7770jfmay@keystonenovelties.com By signing this document, Licensor is giving the Licensee the limited, revocable right to temporarily use and occupy certain space in Licensors Shopping Center (as defined below). Licensee cannot transfer this right to anyone else. This License is not a leasehold interest. I. LICENSEE'S BUSINESS Licensee may operate its business within the Licensed Premises only for the purpose of for the retail sale and display of State -approved Class C, 1 AG Consumer Fireworks. This License is contingent upon Licensee securing any local and state permits or licenses that may be required by law. If the sale of fireworks is prohibited by public authority or if required permits or licenses cannot be obtained prior to the commencement of the selling season, then this Agreement automatically becomes null and void. If the local municipality having proper jurisdiction over this outlet limits the sale of fireworks or implements policies inconsistent with state statutes, then this Agreement is subject to revision. (the "License Use"). Licensee may not use the Licensed Premises for any other purpose without Licensor's prior written approval. If Licensee uses the Licensed Premises for some other purpose without Licensors approval, or fails to abide by Licensor's operating rules, as set forth in Paragraph 5 of the Terms and Conditions hereto, Licensee is required to pay Licensor a fee of $50.00 per day for as long as Licensee continues to do so. Licensors right to receive this fee from Licensee is in addition to any other rights or remedies Licensor may have under this License, at law, or in equity. It. LICENSED PREMISES The space that Licensee has the right to use shall be called the "Licensed Premises", is approximately 0.00 square feet, and is located at Charlottesville Fashion Square Shopping Center ("Shopping Center"), the address and telephone number of which are 1600 Rio Rd E, , Charlottesville, VA 22901 and 0 -, respectively. The Licensed Premises is currently located in location number T9999A. Licensee shall operate from the Licensed Premises, such structure being referred to as the "Unit". The current location of the Licensed Premises is shown on the attached site plan for the Shopping Center as reflected in Exhibit A. This location is subject to Licensors review and approval at all times. Licensor does not guarantee any Particular location. and Licensor may require that the Licensed Premises be relocated during the License Period. If Licensor requires Licensee to relocate, Licensor shall provide Licensee five (5) days prior written notice. III. LICENSE PERIOD Licensee may use the Licensed Premises from 06119/2022 (the "Commencement Date") until 07/09/2022 (the "Expiration Date") (this entire period shall be called the "License Period"), unless this License is terminated earlier by Licensor. If Licensee wards to extend the License Period, Licensee will need to contact Licensor about renewal before the Expiration Date. Licensor does not guarantee that this License will be renewed or extended for any amount of time. LICENSOR HAS THE RIGHT TO REVOKE OR TERMINATE THIS LICENSE AT ANY TIME FOR ANY REASON, OR NO REASON AT ALL, IMMEDIATELY UPON WRITTEN NOTICE TO LICENSEE IV. LICENSE FEES The Base License and Other Fees, plus applicable tax, listed below are due and payable on each date listed in the'Due Date' column Due Date Base Fee Additional Fee Utility Fee Tax* Total Fees +Tax* 06/19/2022 0.00 0.00 0.00 Totals $ 0.00 $ 0.00 $ 0.00 — * Tax charge is calculated based on the tax rate in effect as of the execution date of this License. Should the tax rate change during the term of this License, Licensor shall notify Licensee in writing of the change to the tax rate by the applicable taxing authority. Licensee shall be responsible for additional or reduced tax charges based on the applicable tax rate change by the taxing authority. Licensor 1 of 8 Licensee Tenant#t0067721 Agreement # 2675006 The Percentage License Fee is equal to the'Percentage' listed below multiplied by Licensee's Gross Sales over the'Breakpoint Amount'. The Percentage License Fee is due and payable 10 days after the end of the month. Frequency Start Date End Date Percentage Term Breakpoint Amount Term 06/19/2022 07/09/2022 - Submission of Payments: (See Exhibit B for Electronic Payment information) Make certified checks payable to: Charlottesville JP 2014-C21, LLC and send them to the following address: PO Box 640359, Pittsburgh, PA 15264-0359 Licensee Obligations: Licensee is responsible to monitor parking area(s), and ensure rubbish is cleaned at the end of each day. Licensee will be required to weight down tent throughout the duration of the sale. If tent is staked, holes must be patched at end of term. The licensee must ensure compliance with all applicable laws and guidelines implemented by the authorities having jurisdiction where the Property is located as a result of the novel coronavirus (COVID-119) pandemic. These laws and guidelines may include, but are not limited to, the use of personal protective equipment and/or face coverings and following social distancing guidelines throughout the duration of the term or event, including set up and take down. V. SECURITY DEPOSIT When Licensee signs this License, Licensee must also give Licensor a security deposit of $0.00 ("Security Deposit"), as security for the performance of Licensee's obligations under this License. Licensee cannot use the Security Deposit as payment of any installment of the Base License Fee, or to reduce any other charges that Licensee may owe Licensor. Licensor may use the Security Deposit to offset any damages, beyond normal wear and tear, to the Licensed Premises or the Unit or may apply the Security Deposit against any License Fee or other charges Licensee owes under this License. Licensor may also use the Security Deposit to reimburse others for returns of merchandise or to rectify complaints made by Licensee's customers. Licensee agrees that Licensor can keep the Security Deposit if Licensee does not occupy the Licensed Premises and conduct business there pursuant to this License for the entire License Period, unless this License is terminated by Licensor prior to the Expiration Date due to reasons other than Licensee's default. Even if Licensor terminates the License before the end of the License Period, Licensor may still keep part or all of the Security Deposit to offset any damages to Licensors property or unpaid amounts due under the License. If Licensee stays for the entire License Period, and makes all the payments required under this License, the Security Deposit (or what remains of it, after Licensor has deducted amounts for damages) will be refunded to Licensee. After Licensor refunds the Security Deposit to Licensee, Licensor will have no further obligation to anyone with respect to the Security Deposit. VI. ADDITIONAL PROVISIONS The Exhibits and Operational Guidelines attached hereto are a part of this License. 1r/I�Y�:7/k1il:IrIH�]:IUIYP7:69 Licensor 2 of 8 Licensee Tenant#t0067721 Agreement # 2675006 1. Licensors Representations. This section is only applicable for Licenses permitting the sale of products or services, Licensor cannot estimate Licensee's sales levels or profitability and has not given Licensee any exclusive right to sell any particular product or service. Other occupants of the Shopping Center may sell the same products or services as Licensee does. 2. Hours of Operation. This section is only applicable for Licenses permitting the sale of products or services, Licensee must be open for business during the operating hours of the Shopping Center. Licensor will give Licensee written notice of these operating hours, which may change from time to time. Licensee must pay Licensor $50 per hour or part of an hour (up to a maximum of $300 per day) as liquidated damages, and not a penalty, for the times that the Shopping Center is open, but that Licensee is not open and operating. These liquidated damages are in addition to all other amounts due under this License. Licensee agrees that this amount is a reasonable estimate of the damages that Licensor would suffer if Licensee fails to be open during the Shopping Centers operating hours. 3. Sales Reports/Audit. This section is only applicable for Licenses permitting the sale of products or services, 'Gross Sales' means the total amount Licensee collects for all goods and services sold, leased, or supplied by, at or through the Licensed Premises, excluding sales taxes collected and paid to the appropriate governmental authority. On or before the last day of each month during the License Period, Licensee must submit an electronic or written report to Licensor, via approved electric tenant portal (See Exhibit B) or on a form that Licensor will provide to Licensee ('Sales Report'), respectively, of all Gross Sales for that month (or portion thereof) or otherwise designated time period. Licensee is required to submit Sales reports within 10 days of the end of the sales period. When Licensee submits the Sales Report, Licensee must certify that it is true and correct. If Licensee does not submit a Sales Report, or if it is late, Licensee must pay Licensor a late fee of $50.00. Licensee must also pay Percentage License Fee, if any, to Licensor on the day specified on the first page of this License. Licensee is required to keep accurate books and records of Gross Sales and revenues at Licensee's notice address on the first page of this License, and must keep these records for at least two (2) years after termination of this License. These records shall be prepared in accordance with generally accepted accounting principles. Licensor has the right to review and audit Licensee's records upon five (5) days' notice to Licensee. If such audit shows that Licensee has not paid enough Percentage License Fee, Licensee shall immediately pay Licensor any additional Percentage License Fee owed and reimburse Licensor for the cost of the audit. 4. Condition of Licensed Premises. Licensee has inspected the Licensed Premises and accepts it "as is" and "where is" with no representation or warranty by Licensor as to its condition, or its suitability or fitness for Licensee's business. Licensee understands that Licensor has no obligation to improve or repair the Licensed Premises unless stated otherwise elsewhere in this License. Within two (2) days of taking occupancy, Licensee must draft a checklist of the condition of the Licensed Premises, which will be signed by a representative of each party. At Licensee's expense, Licensee must maintain the Licensed Premises in good condition and make all necessary replacements and repairs. If Licensee does not fulfill its obligations to repair and maintain the Licensed Premises, Licensor has the right to do this on behalf of the Licensee, without responsibility for any damage caused by such work. Licensor also has the right to make any emergency repairs. Licensee shall immediately reimburse Licensor for any cost Licensor incurs in performing any maintenance or repair work, plus a 20% administrative fee. Licensee may not make any alterations, additions or improvements to the Licensed Premises without prior written consent of Licensor. All alterations, additions or improvements made by either party (except movable equipment and trade fixtures which Licensee installs at Licensee's expense), are Licensors property and must be returned to Licensor at the end of the License Period. Licensor may direct Licensee to remove the Unit or any alterations. If Licensor does, Licensee must remove the items as requested by Licensor, and promptly repair any damage caused thereby. 5. Conditions of Use. Licensee is required to follow Licensor's operating rules, which include, but are not limited to the following: (a) Licensee must always maintain the Licensed Premises in good, dean and safe condition; (b) Licensee must always maintain all required permits and licenses and observe and comply with all laws, ordinances, rules, regulations and code requirements applicable to the Licensed Premises or Licensee's business, and Licensee must abide by our Operational Guidelines; (c) Licensee must not sell or market any unlawful or counterfeit goods or services, or otherwise infringe or confuse another party's trademarks, trade dress or other intellectual property rights; (d) Licensee must run its business in a professional, first-class and tasteful manner in accordance with Licensors rules and regulations, as well as reputable business standards and practices; (a) Licensee may not keep or display any merchandise in the common area of the Shopping Center or adjacent to or outside of the Licensed Premises or otherwise obstruct these areas; (f) Licensee's employees must wear appropriate professional attire at all times while at the Shopping Center; (g) Licensee may not permit loudspeakers, televisions, phonographs, radios, flashing lights or other devices to be used in a manner so as to be heard or seen outside of the Licensed Premises without our prior written consent; (h) Licensee may not distribute any handbills or other advertising material at the Shopping Center or on automobiles parked in the parking lots serving the Shopping Center; (i) Food or beverage may not be consumed at the Licensed Premises, unless the Licensed Premises is an in -line space, where it is possible to do so in a back room, out of sight of customers. Loitering is not permitted at the Licensed Premises; 0) Unless the Licensed Premises is itself a storage space (the "Storage Space'), Licensor is not required to provide Licensee with storage space. If Licensor chooses to do so, the terms of that arrangement will be set forth in a separate license agreement; (k) For Licensed Premises displaying the Trade Name of Licensee, Licensee may not change its Trade Name without prior written approval from Licensor; Licensee hereby represents and warrants that it has the right to use the Trade Name. (1) If applicable, all garbage and trash must be stored in an adequate, sanitary, closed container, not visible to the public, within the Licensed Premises or the Shopping Center as directed by Licensor. Licensee must dispose of such garbage and trash daily, or more frequently if required by the circumstances; (m) Unless otherwise approved in advance by Licensor, all set-ups, breakdowns and re -stockings, as applicable, must be completed either prior to the Shopping Centers opening or after the Shopping Centers closing; (n) No hazardous materials may be brought onto the Licensed Premises or any other part of the Shopping Center; (o) For Licensed Premises involving the sale of goods or services, Licensee must always maintain a fully stocked supply of inventory, use a sufficient number of adequately trained personnel for efficient service, and otherwise diligently operate Licensee's business so as to produce maximum Gross Sales; (p) For Licensed Premises involving the sale of goods or services, where Licensee Trade Name is displayed, Licensee is responsible for designing, constructing, installing, and maintaining all store signage, including interior and exterior signs, at its sole expense. All signage must meet Licensor's design criteria, be pre -approved by Licensor and be professionally made — hand-written signs will not be permitted at any time; Licensor 3 of 8 Licensee Tenant#t0067721 Agreement # 2675006 (q) For Licensed Premises involving the sale of goods or services, Licensee must comply with Licensors visual merchandising standards and submit a visual merchandising plan for Licensors approval prior to opening for business. Licensee agrees to implement Licensors reasonable visual merchandising recommendations and to modify its visual merchandising presentation promptly if requested by Licensor. Licensee must furnish all display fixtures, the design, size, and quantity of which will be subject to Licensor prior written approval. Display fixtures must be of professional quality, well designed and maintained, and must be aesthetically complementary to the surroundings in the Shopping Center. Any unapproved fixtures may be removed by Shopping Center personnel, and Licensee must pay for the cost of removal and storing any such fixtures. (r) For licensed storage only, all items stored in the Storage Space shall be elevated at least six inches above the floor on wooden pallets and shall be at least eighteen inches below the bottom of all sprinklers located in the ceiling of the Storage Space, if any. Any boxes shall not be stacked more than seven feet high. Licensee shall not store anything in the Storage Space which is unsafe, or which otherwise may create a hazardous condition, or which may increase Licensor's insurance rates, or cause a cancellation or modification of Licensors insurance coverage. Without limitation, Licensee shall not store any flammable, combustible or explosive fluid, chemical or substance nor any perishable food or beverage products, except with Licensors prior written approval. Licensor reserves the right to adopt and enforce reasonable rules and regulations governing the use of the Storage Space from time to time. Licensee shall properly and at all times comply with all applicable ordinances, rules regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the premises. 6. Insurance. Licensee must keep the following insurance in force with companies licensed to do business in the state or commonwealth where the Shopping Center is located, during the License Period and such other times as Licensee occupies the Licensed Premises: (i) Commercial General Liability Insurance on the Licensed Premises and the business operated in or from the Licensed Premises, including coverage against assumed or contractual liability under this License, with minimum limits for bodily injury, property damage or personal and advertising injury of $1,000,000 per occurrence and $2,000,000 general aggregate (if applicable, in the case of food and/or beverage being prepared and sold on -site, these limits shall be $5,000,000 per occurrence and $5,000,000 general aggregate); (ii) Workers Compensation Insurance in statutory limits for all employees and Employers Liability Insurance which affords limits of not less than $1,000,000 each coverage and policy limit; and (iii) "All Risk" property insurance, covering all of Licensee's inventory, trade fixtures, furniture, furnishings, and equipment not affixed to the Licensed Premises, and covering all of the improvements installed in the Licensed Premises by or for the Licensee in an amount not less than replacement value, without co-insurance. Licensee shall deliver to Licensor certificates of the insurance required by this paragraph. The insurance company or companies providing Licensee's insurance must have a Best Rating of A-Vill or better. Licensee hereby waives all subrogation rights of Licensee's insurance carrier in favor of Licensor and its partners, beneficiaries, trustees, officers, employees, managers, and agents with respect to the property damage insurance required to be carried hereunder. If Licensee breaches its obligations to obtain and keep in effect any insurance required by this paragraph, Licensee shall indemnify and hold Licensor harmless against any loss that would have been covered by such insurance. The certificates required by this paragraph will provide either that (i) "Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail thirty (30) days' written notice to the Certificate Holder`, or (ii) "Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions." Licensee's Commercial General Liability Insurance policies shall name Licensor, Manager, and its management agent (and any other person or entity as may be requested by Licensor in writing) as additional insureds, as their respective interests may appear, and will be primary, non-contributory and not in excess of any other coverage maintained by Licensor or any other party. Additional Insureds (Landlord and agent) with supporting endorsements: 7. 8. Charlottesville JP 2014-C21, LLC 9. Midland Loan Services as Special Servicer for Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C21, Commercial Mortgage Pass Through Certificates, Series 2014-C21 10. Jones Lang LaSalle Americas, Inc. 11. 12. 13. Certificate Holder: 14. Charlottesville JP 2014-C21, LLC 15. c/o JLL 16. 1600 Rio Rd E 17. Charlottesville, VA 22901 18. Indemnity. From and after the Effective Date, Licensee shall indemnity, hold harmless and, at Licensors option, defend Licensor, Agent, and mortgagee, if any, and any of its respective heirs, successors, assigns, principals, partners, members, shareholders, officers, agents, attorneys, servants, employees, managers, and contractors, and any fee owner or underlying lessor of the Shopping Center from and against all claims, actions, damages, liability losses (including economic losses), costs, expenses, and liens, including without limitation reasonable aftomeys' fees and expenses that Licensor incurs in connection with any loss of life, personal injury or damage to property or business arising out of or in any way connected with the Licensed Premises or the Unit or Licensee's operations, the condition, use, maintenance, repair or occupancy of the Licensed Premises, or in any way arising out of Licensee's activities in the Licensed Premises, common areas, or other portions of the Shopping Center, or the activities of Licensee's sublessees or their respective agents, employees, servants, invitees or contractors. Licensee shall not permit any lien or claim of lien to be filed against the Licensed Premises, and in the event a lien is filed against the Licensed Premises then Licensee shall, within five (5) days of such filing satisfy the lien or transfer the lien to bond or other security, thereby clearing the lien from Licensors title. 19. Waiver and Release. Neither Licensor nor Agent or any of their respective agents, servants, employees or contractors shall be liable for, and Licensee hereby waives and releases all claims for loss of life, personal injury or damage to property or business sustained by Licensee or any person claiming through Licensee resulting from any accident, casualty or occurrence in or upon any part of the Shopping Center, including without limitation claims or damage resulting from: any equipment or appurtenances becoming out of repair; Licensors failure to keep any part of the Shopping Center in repair; injury done or caused by wind, water or other natural element; any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water, steam pipes, stairs, porches, railings or walks; broken glass; the backing up of any sewer or downspout; the bursting, leaking, or running of any tank, tub, washstand, water closet, waste pipe, drain or any other pipe or tank in or about the Licensed Premises; the escape of steam or hot water; water, snow or ice being upon or coming through the roof or any other place on or near the Licensed Premises; the falling of any fixture, plaster, ceiling tile or stucco; damage to or loss by theft or otherwise of Licensee's property or that of others; delay or cessation in the start or conduct of Licensee's business; and acts or omissions of persons in the Licensed Premises or other tenants or occupants of the Shopping Center. In addition, Licensee hereby waives any and all rights of recovery, claim, action or cause of action against Licensor, and Agent, and their respective agents, servants, employees, invitees and contractors, for any loss or damage that may occur to the Licensed Premises and any contents therein by reason of fire, the elements or any other cause which is insured or required to be insured pursuant to this License, regardless of cause of origin. Licensor 4 of 8 Licensee Tenant#t0o67721 Agreement # 2675006 20. Assignment. Licensee may not sell, assign, mortgage, pledge, sublicense, concession, or in any manner transfer, this License or any interest herein, nor sublicense or license all or any part of the Licensed Premises, by operation of law or otherwise. Any unauthorized assignment shall be null and void. 21. Interest and Late Charges. All License Fees, additional fees, other charges, and applicable taxes, are due and payable on or before the designated due dates and must be paid via certified check. Payments will be considered "made" when Licensor actually receives them. Any overdue amount under this License will accrue interest from the date due through the date of payment at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. In addition to interest, if any payment hereunder is more than 10 days late, Licensee must pay Licensor a late charge equal to 5% of the amount due or $50.00, whichever is greater. Payment of interest and late charges will not prejudice Licensors rights to pursue other remedies available under this License, at law or in equity. 22. Default of Licensee. If (i) Licensee shall fail to pay when due the License Fee, or any additional fees or other charges required to be paid under this License, or (ii) if Licensee shall fail to perform or comply with any other term, condition or covenant on the part of Licensee to be observed herein, then, in any such event, Licensee shall be in breach hereunder and Licensor, at its option, any time thereafter, may terminate this License by notice to Licensee and, upon service of said notice, this License and the Term hereunder shall be terminated and Licensee shall immediately vacate the Licensed Premises and the Property in accordance with the provisions of this License. If Licensee shall fail to vacate the Licensed Premises and the Property at the expiration of the Term, whether after Licensee's breach or otherwise, Licensor may re-enter the Licensed Premises and remove Licensee and all persons, fixtures and property occupying the Licensed Premises and Licensor shall not be liable for any damages resulting therefrom. Upon a breach by Licensee hereunder Licensor shall also have all other rights available to it at law or equity, including injunction, at its option, without further notice or demand of any kind to Licensee. If Licensor shall terminate this License after breach by Licensee, without limitation to any other right or remedy of Licensor, Licensee shall be liable to Licensor, as liquidated damages and not as a penalty, for a sum of money equal to the value of all Fees due hereunder for the remainder of the Term less the fair market value of the Licensed Premises for the remainder of the Term, taking into account, without limitation, the period of time it would reasonably take Licensor to find a replacement Licensee satisfactory to Licensor, in Licensors sole discretion, for the Licensed Premises. If Licensee shall fail to comply with and perform any of Licensee's obligations herein contained, Licensor shall have the right, but not the obligation, to perform any such obligations, and Licensee shall pay to Licensor on demand a sum equal to the amount expended by Licensor in the performance of such obligations plus interest at the Default Rate. Notwithstanding anything to the contrary in this License, any default by Licensee or any Affiliate (as hereinafter defined) of Licensee as to any obligation of Licensee or any of its Affiliates in favor of Licensor or Licensors Affiliates with respect to any other license, lease, or agreement between Licensor (or an Affiliate of Licensor) and Licensee (or an Affiliate of Licensee) may, at Licensors sole and exclusive option, constitute a default under this License, and Licensor will have all remedies available at law and in equity. For purposes of the foregoing, "Affiliate" shall be deemed to mean, as applied to a person or entity, any other person or entity directly or indirectly controlling, controlled by, or under common control with, that person or entity. 23. Default and Liability of Licensor. If Licensor shall fail to perform any obligation under this License required to be performed by Licensor, Licensor shall not be deemed to be in default hereunder nor subject to claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) days after written notice thereof by Licensee or such additional time as may be required due to force majeure circumstances. If Licensor shall fail to cure within the time permitted for cure herein, Licensor shall be subject to such remedies as may be available to Licensee (subject to the other provisions of this License), provided Licensee shall in no event have the right of self-help to perform repairs or any other obligation of Licensor and, further, Licensee shall have no right to withhold, set-off, or abate Fees, or to terminate this License on account of an alleged default by Licensor. Licensee hereby agrees and acknowledges that neither Licensor nor Agent, nor any of their respective directors, members, officers, employees, agents, and/or attorneys, shall have any personal liability for any obligations that may arise hereunder, and Licensee hereby acknowledges and agrees that it shall not otherwise file suit against Licensor or Agent, or take any other legal action against Licensor or Agent without first obtaining an order from a court of competent jurisdiction permitting such action. If Licensor is found by a court of law to have failed to perform its obligations in accordance with any of the provisions of this License, any money judgment resulting from such failure shall be satisfied only out of Licensors interest in the Shopping Center, and Licensor and its directors, employees, agents, members or principals, shall have no personal liability hereunder. Furthermore, none of the foregoing parties shall be subject to levy, attachment, or execution, or otherwise sued to satisfy any such judgment. Licensee hereby waives any right to satisfy ajudgment against Licensor except from Licensors interest in the Shopping Center. Licensee further acknowledges and agrees that: (a) this License is subject to the terms and conditions of the Order; and (b) Licensors obligations and liability under this License are limited by the terms of the Order. In particular, Licensee acknowledges and agrees that, pursuant to Paragraph 5(e) of the Order, Licensor's liability under this License is and shall be limited to the assets of the receivership, and neither the Licensor nor any person or entity engaged by the Licensor shall be personally liable for any duly authorized actions properly and lawfully taken pursuant to the Order. The term "Licensor', as used in this paragraph, shall mean only the Licensor or Licensors at the time in question of the fee title or interest in a ground lease of the Premises, and in the event of any transfer of such title or interest, Licensor herein named (and in case of any subsequent transfers, the then grantor) shall be relieved from and after the date of such transfer of all liability with respect to Licensors obligations thereafter to be performed 24. Termination. Upon termination of this License for any reason, Licensee must voluntarily vacate the Licensed Premises and the Property on the applicable termination date, leaving the Licensed Premises in a broom -clean condition. After such termination, no further obligations shall accrue under this License, provided that each party will remain liable for obligations arising prior to the date of termination and for all obligations and duties thereafter as specifically provided herein. This License will terminate automatically if the Licensed Premises are damaged due to fire or any other event of casualty or condemnation. Licensee will have no recourse against Licensor or its affiliates as a result of any such casualty or condemnation. If Licensee does not surrender possession of the Licensed Premises upon termination of this License, Licensor may immediately remove all Licensee's property from the Licensed Premises and the Property and store any such property at Licensee's expense for up to 30 days. If such property is not removed by Licensee within this 30-day period, it is conclusively presumed to be abandoned. Licensor may dispose of such property in any way it may deem appropriate, without obligation or liability to Licensee or parties claiming by or through it. If Licensee holds over after termination of this License, effective as of the day following termination, all charges due from Licensee hereunder will continue to accrue and will be increased by 50%. If Licensor commences an action to remove Licensee as a result of its failure to surrender possession, Licensee shall pay all costs and expenses incurred by Licensor as a result of such action, including attomeys' fees and court costs. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BEFORE A JURY WITH RESPECT TO ANY DISPUTE ARISING FROM OR RELATED TO THIS AGREEMENT, AND LICENSEE FURTHER WAIVES THE RIGHT TO ASSERT ANY NON - COMPULSORY COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS LICENSE. 25. Waiver. Failure by either party to require the other to perform any terms of this License will not prevent the party from later enforcing that term. No term of this License will be deemed waived unless waived in writing by the waiving party. If Licensor accepts a payment of any money due from Licensee Licensor 5 of 8 Licensee Tenant#t0067721 Agreement # 2675006 under this License, Licensor is not waiving any prior breach by Licensee of any term of this License, other than its failure to make the particular payment that Licensor accepted. This is true regardless of whether Licensor knew that Licensee had breached this License at the time payment was accepted. 26. Miscellaneous. This License becomes valid and effective only when signed and delivered by both parties. This License supersedes all prior discussions, licenses and other agreements of the parties, oral or written, relating to the transaction represented hereby. The License may be modified only by a written instrument executed by both parties. This License shall be governed and construed in accordance with the laws of the state or commonwealth where the Shopping Center is located without regard to its conflict of laws principles. Any disputes arising from this Agreement shall be resolved exclusively in the federal or state courts in the county in which the Shopping Center is located. The venue for any litigation arising from or relating to this License, or the license granted hereunder, shall lie exclusively in a court of competent jurisdiction in and or the county, state, or commonwealth where the Shopping Center is located and Licensor and Licensee consent to the jurisdiction of such courts and waive any objections to such jurisdiction. Licensor has no personal liability with respect to this License. If Licensor breaches this License, Licensee can look only to Licensors interest or the assets of the receivership in the Shopping Center to satisfy any claim against Licensor. Licensor may be a party to one or more agreements with a mortgagee, its beneficiary, department store, mall occupant, or other party. This License is subject and subordinate to all the provisions in those agreements, as they may be amended from time to time. Licensee agrees to keep the terms of this License confidential, and shall not disclose them to a third party. If any provision of this License is held by the final judgment of any court of competent jurisdiction to be illegal, invalid or unenforceable, the validity of the remaining portions or provisions shall not be impaired or affected, and the rights and obligations of the parties shall be construed and enforced as if the License did not contain that part, term or provision held to be illegal, invalid or unenforceable. Licensee acknowledges that Jones Lang LaSalle Americas, Inc. is executing this License in the capacity of Agent for Licensor and not as a partner or joint venturer with Licensor. 27. In -Line Space Provision. This provision applies only if the Licensed Premises is not a kiosk, cart or remote merchandising unit, and only if the Licensed premises is not used solely for storage. Licensor will ensure that the necessary mains, conduits and other facilities are provided to make available, as applicable, water, sewer and electricity to the Licensed Premises. Licensor will likewise make a heating and air conditioning system available to Licensee. Licensee agrees to use and pay for the use of these systems as Licensor directs. Licensee agrees to use and pay for all utilities used in the Licensed Premises from and after the date Licensee takes possession of the Licensed Premises. If Licensee wants a separate meter for utilities, and one does not already exist, Licensee must pay for it. Licensor is not responsible for damages or otherwise, if the utilities or heating and air conditioning services are interrupted or terminated for any reason. If Licensor chooses not to furnish utilities or services to the Licensed Premises for any reason, Licensee must obtain its own. Natural gas utility service will be available from the local gas company through the mains located in designated areas. Licensee must arrange for all gas work beyond those points with the gas company. Any such work must be approved by Licensor in advance, and performed by Licensee at its expense. The parties understand that local gas supplies may be limited, and availability of sufficient gas to service the Licensed Premises is Licensee's sole responsibility. 28. Notices. Notices to Licensee may be sent by delivery in person, or by certified mail, return receipt requested, postage pre -paid, by express mail delivery service, or by electronic mail or fax with confirmation of receipt, addressed to Licensee's address(es) set forth in the first paragraph on page 1 of this License, or to such other address as notified in venting by Licensee. Notices to Licensor may be sent only by delivery in person, or by certified mail, return receipt requested, postage pre -paid, or by express mail delivery service, addressed to Licensors address(es) set forth in the first paragraph on page 1 of this License, or to such other address as notified in writing by Licensor. Notice will be deemed given as of the date of receipt or rejection or inability to deliver shown on the return receipt or similar advice of delivery or attempted delivery, or if delivered in person, the affidavit of the person making such delivery shall be conclusive proof of the delivery and the date and time of delivery. 29. No Personal Liability. Notwithstanding anything to the contrary in this License, neither Licensor nor Agent shall have any personal liability for the payment of any amount or the performance of any obligation arising under or relating to this License for . It is expressly understood and agreed that this License and any other documents entered in connection herewith are executed by Licensor solely in Licensors capacity as a Receiver appointed by the Court set forth in the first paragraph on page 1 of this License and not in Licensors individual capacity. 30. Access to Licensed Premises. Licensor reserves the right to enter upon the Licensed Premises at all reasonable hours for the purpose of inspecting the same, or the use thereof by Licensee, or for making emergency repairs. The exercise by Licensor of any of its rights herein shall not be deemed an eviction or disturbance of Licensee's use and possession of the Premises. 31. Costs of Litigation. If Licensor, or its agents or employees shall without fault on their part be made a party to any litigation arising out of any act or omission of Licensee, Licensee shall pay all costs and expenses, including reasonable attorneys' fees, incurred by said parties on account of said litigation. Licensee shall also reimburse Licensor for all costs and expenses incurred by said parties, including reasonable attorneys' fees, in enforcing the provisions of this License. Any sums due from Licensee to Licensor, not paid when due, shall bear interest at the rate of eighteen percent (18%) per annum, or the highest rate allowed by law, whichever is less (the "Default Rate"). 32. Conflict. This section intentionally omitted Licensor 6 of 8 ; Licensee Tenant#t0o67721 Agreement # 2675006 IN WITNESS WHEREOF, the parties hereto have executed this License through their duly authorized officers or representatives on the day and year. LICENSOR LICENSEE By: Jones Lang LaSalle Americas Inc. By: Keystone Fireworks, as agent for Charlottesville JP 2014-C21, LLC, and as sub - manager for Charlottesville JP 2014-C21, LLC, By: A� By:—X� Print Name: Print Name: RiCk Seery, Title: Title: Director of Retail Operations Date: Date: 04/22/2022 Licensor 7 of 8 7rb5 Licensee Tenant#too67721 Agreement # 2675006 EXHIBIT A PREMISES Keystone Fireworks Licensor 8 of 9 ,2 Licensee 1 Speea.,ay Seminole Trail - B Ver on $ `IMN4 f - 1 V Red Lobster „ - Park ng Lot s' t 600RO RdE Char ottesv e, Vn_ YI Szbor Lat na�i 1 20, FROM TENT ' �T x* e.v it •1 1 f. 7 r STORAGE. .. UNIT 20x40 (2) Exit Table 6 I Table 7 I Table 8 I Table 9 Ln +------- Skirting - — — — — — — — — — — — — — — — — — — — — w I I a I 48" Aisle , F I Min 1 84— — — — — — — — — — Skirting —-----L I --- Table 10 Table 11 _I I -1-----------rt — — I 1 84 I �------7---- Skirting ----------� I ^ I 54„ I R I $ j I � -------------------t-- Skirting ---------------------I Cr m Table 4 I Table 3 I Table 2 I (96 ble 1') All Tent Sides Rolled Up During Business PAGE 01 F.t CERTIFICATE OF FLAME RETARDANC'E Reference Your Order # Verbal Our Order # 0011649 This is to certify that Herculite Architent. Lot # 954I•tsE is.flame retardanr accordjh� to the .following specification.i and standards: California Fire .Niars.hall Registration (Title 19) Reg. Fabric # F12203 Nationai.Fire Frotxtion Associa:io,, (NTPA) 701, !zrge s :i;F ; Canvas Products Associedon International (CP.'1I) R4;,Wails &Tops?; Also we certify this lot or Herculite Architent rent aitd stiltcttiral fabric is in•g:epera( confomtatice'with the average .ty*;11, physical and technical oeffomianc•e parameters published lii otir descriptive product literature and tecbhica1 bulletins. 10' 411PE FRAAE AND POLE 7E#75. 121 ATOC FPO& '09 POLE 7fr47S. if V 20' " v _. Robert \4nzwell 30 `too, Quality Control Msnaver' 60, (P.IPE HOLE 74h15. 60k1#6 Wif, 7'4:rtTJ, l'roducs Marketed'.^.y HERCULITE PRODUCTS, INC. R0. BOX 786 YORK, ?A 17405 have been tested by an approved laboratory in accordance. widf iht- rvvir'kirs o.`•' Section'13 of the Health and Safery Code, and mecrs the rginimurn recrtireme::ts establishedby he"Sucre Fire Marshal for FC.AME RETARDANT FABRIC State Fire Marsh JQltf•JJJ003P ' fiW04MV.143) 2022 Beginning Inventory VA Item Units Quantity Item Units Quantity #8 Gold Sparklers 96 2 cs Mini Mystic Sundaes 18/4 1 cs #10 Gold Sparklers 288 1 cs Morning Glory, 14" 360 1 cs #20 Gold Sparklers 48 1 cs Mystic Sundae 8 1 cs 3D Glasses 75 75 pcs Open Flower Happy Bird 72 1 cs Anniversary Celebration 16 2 cs Party Poppers 120 1 cs Big Dog 12 3 cs Punk 25 25 pcs Chase the Ace / Desert Moon 96 2 cs Red Riot 72 2 cs Crackling Balls 96 1 cs Rising Storm 36 1 cs Crackling Crystals 12 1 cs Silver Star 30 1 cs Cuckoo 144 1 cs Smoke Balls 180 1 cs Deck The Sky 12 1 cs Snappers 300 1 cs Dragon Slayer 60 1 cs Spaced Out 16 2 cs Fight Like A Girl 12 2 cs Tie Dye Surprise 108 3 cs Flash Frenzy 18 1 cs Tomahawk Rocket Fountain 144 1 cs Flying Betsy 24 1 cs Turbo 30 1 cs Freaky Tiki 8 1 cs Value Pack Fountain 24/3 2 cs Glow Sticks 50 50 pcs Waterfront Celebration 36 2 cs Gotham City 16 2 cs Whispering Willow 24 1 cs Hand Held Snow Cone 48 1 cs Wrath of the Beast 18 3 cs HN 90/Floral Assorted Fountains 144 2 cs Jumbo Morning Glory 48 2 cs USS Tug of War (Bonus Item) 48 2 cs Killer Bees 48/2 1 cs Lighthouse 24 2 cs ASSORTMENTS Lightning Rod Candles 96 1 cs Crowd Pleaser 60 5 cs Lil' Big Shot 54/2 1 cs High Voltage 15 5 cs Magic Color Burst 60 1 cs Jackpot! (CT) 32 4 cs Magic Snakes, 4 pack 72 1 cs Larger Than Life 8 4 cs Mammoth Smoke 100 1 cs Mega Monster 3 3 cs Extras 51b Extinguisher 2 Pennants 8 Baskets (Bags on Top) 1 Small & 1 Large sign holder Trays Banners Covid Pack Lowest Prices Sign Tent #: A� o® CERTIFICATE OF LIABILITY INSURANCE °A�szo2'2"""' THIS CERTIFICATE IS ISSUED AS A MATTER 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 CONSTITUTE 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 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 Britton Gallagher One Cleveland Center, Floor 30INC.x 1375 East 9th Street CONTACT NAME: PHONE FAX , 216-658-7100 nfc xn : 216-658-7101 AD RL INSURERS AFFORDING COVERAGE NAIC 0 Cleveland OH 44114 INSURERA: Everest Indemnity Insurance Co. 10851 INSURED 8086 Keystone Novelties Distributors LLC 531 N. 4th Street INSURER B: Axis Surplus Ins Company 26620 INSURERC: INSURERD: Denver PA 17517 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 645065566 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. INSR LTR rypE OF INSURANCE ADDL SUM POLICY NUMBER POLICY EFF 1MUD POLICY EXP MM&) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 111 OCCUR Y Y S18MLOOD41-211 12131/a021 12131/afi a EACH OCCURRENCE $1,000,000 DAMAGET -RENTED PREMISES Ea occurrence $500,0D0 MED EXP onePerson) $ PERSONAL& ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO X LOC PRODUCTS -COMP/OPAGG $2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALLOWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS(Pere COMBINED SINGLE LIMIT Ea accident) BODILY INJU RY(Per person) $ BODILY INJU RY(Per accident) $ PROPERTY DAMAGE ccitleM $ B UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y P-001-00024174M3 12131/2021 12131/2022 EACH OCCURRENCE $4,000,000 X AGGREGATE $4,000,000 DED I I RETENTION$ $ WORMERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below MIA T RYSTA OER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT I $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Additional Insured extension of coverage is provided by above referenced General Liability policy where required by written agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADTHORRED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION Office of the Clerk April 17, 2012 BETH EPSTEIN UCC RETRIEVALS INC 7288 HANOVER GREEN DR MECHANICSVILLE, VA 23111 RECEIPT RE: Keystone Novelties Distributors, LLC ID: T049856 - 0 DCN: 12-04-16-1214 Dear Customer: This is your receipt for $100.00 to cover the fee(s) for filing an application for a certificate of registration to transact business in Virginia with this office. This is also your receipt for $100.00 to cover the fee(s) for expedited service(s). The effective date of the registration is April 17, 2012. Thank you for contacting our office. If you have any questions, please call (804) 371-9733 or toll -free in Virginia, (866) 722-2551. RECEIPTLC LLNCF CIS0322 Sincerely, Joel H. Peck Clerk of the Commission P.O. Box 1197, Richmond, VA 23218-1197 Tyler Building, First Floor, 1300 Fast Main Street, Richmond, VA 23219-3630 Clerk's Office (804) 371-9733 or (866) 722.2551 (toll -free In Virginia) w .scc.virginia.gov/clk Telecommunications Device for the Deaf-TDDNoice: (804) 371-9206 STATE CORPORATION COMMISSION Richmond, 4prif17, 2012 This certificate of registration to transact business in Virginia is this day issued for Keystone Novelties Distributors, LLC a Limited CiabiCity company organized under the Caws of PE9ffSTLVA9V7A and the said company is authorized to transact business in Virginia, subject to aCC Virginia Caws appCicabCe to the company and its business. /�'OpATlO/y 00,`gGlry� W H 1903 State Corporation Commission Attest: Crerkof the Commission CIS0322 a) COMMONWEALTH OF VIRGINIA LLC•1062 STATE CORPORATION COMMISSION (04/09) APPLICATION FOR A CERTIFICATE OF REGISTRATION TO TRANSACT BUSINESS IN VIRGINIA AS FOREIGN LIMITED LIABILITY COMPANY 1. The name of the foreign limited liability company is (include, If required, any "for use In Virginia' name In parentheses) Keystone Novelties Distributors, LLC 2. The foreign limited liability company was formed under the laws of Pennsylvania on February 9,2012 (slate or otherjusisdictton of formation) (date olrtnited uabw oomparrys formation) 3. (Mark ifappltcable0ft tented liability company was plevotsty al lhmized or r tit the Canmsswt to bartsact busuassmWgniaasataekjnbusinessemdy.(seecishtciuris)saraffelrnemYffdanarrey, y onanattarhment 4. A The name of the limited liability company's registered agent in VIRGINIA is Corporation Service Company B. The registered agent is (mark appropriate box): (1� INDIVIDUAL who Is a resident of Virginia and Me member or manager of the limited liability company. member or manager of a limited liability company that is a member or manager of the limited liability company. Elan officer or director of a corporation that is a member or manager of the limited liability company. Da general partner of a general or limited partnership that is a member or manager of the limited liability company. Da trustee of a trust that is a member or manager of the limited liability company. �a member of the Virginia State Bar. OR (20 domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. C. The limited liability company's VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is Bank of America Center, 16th Floor, l I I I East Main Street Richmond VA 23219 (numberlstmel) (tlryortewm (ZIP)which is physically located in the❑county orQ� city of Richmond 5. The post office address, including the street and number, of the limited liability company's pdndpal office Is 201 Seymour Street Lancaster PA 17603 (numberstree0 (city or town) (state) (yp) 6. The Clerk of the pang falls t is irrevocably appareled as the agent of the limited liability company for service of process t the company fails 's maintain a registered agent in Virginia as required by § 13.1-1015 of the Code of Virginia, the registered agent's authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence. 7. The limited liability company is aI'foreign limited liability company' as defined in § 13.1-1002 of the Cade of Virginia. 5ohn te in name pf t e foreign limited liability company by: signature) (date) gelephone number(optlowij) F. May Managing Director / Authorized Person (printed came) (title (e.g.. member or manager)) (see rnstruWons fbrrerlulslfe signature) PRIVACY ADVISORY: information such as social semutty number, date of btih, maiden name, or financial institution account numbers is NOT In business enay doaonents eedwith the Office of she Clerk of the Cammisien. Artyinfomutbnprovidedonthesadomnenlsbs required Includedobject to pubao vlewYng. aeo Ins I RIIGTIONS ON THE REVERSE k' 9 1 , .1 (-� - I'I� .1 I 1 1 I Commission INN I Certify the Following from the Records of the Commission: The foregoing is a true copy of the application for registration of a foreign limited liability company filed in the Clerk's Office of the Commission on April 17, 2012, by Keystone Novelties Distributors, LLC, a Pennsylvania limited liability company. Nothing more is hereby certified. � QaRnnoN C N FW- N 1903 Signed andSealed at Richmond on this (Date: Apri1187 2012 (Peck, Clerkof the Commission CIS0502