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EXHIBIT 10.37
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LEASE AGREEMENT
between
LPD SALT LAKE ASSOCIATES,
as Lessor
and
SAFEWAY STORES, INCORPORATED
as Lessee
Dated as of March 15, 1978
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TABLE OF CONTENTS
ARTICLE FIRST (Property Description) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE SECOND (Rent) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE THIRD (Taxes, Utility Charges, Etc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE FOURTH (Installation and Signs, Etc.; Removal or Fixtures; Painting). . . . . . . . . . . . . . . . . . . . 2
ARTICLE FIFTH (Lessee's Assumption of Liability) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE SIXTH (Repairs, Alterations and Improvements; State of Repair on Termination; Future Development and
Lessee's Options with Respect Thereto) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE SEVENTH (Assigning and Subletting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE EIGHTH (Holding Over) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE NINTH (Quiet Possession) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE TENTH (Lessee's Default) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE ELEVENTH (Damage by Fire, Etc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE TWELFTH (Condemnation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE THIRTEENTH (Notices) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE FOURTEENTH (Lessee's Right of Termination) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE FIFTEENTH (Bankruptcy) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE SIXTEENTH (Lessee's Option Privileges) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE SEVENTEENTH (Compliance with Laws) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE EIGHTEENTH (Remedies Cumulative) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE NINETEENTH (Additional Rent) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE TWENTIETH (No Waiver) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE TWENTY-FIRST (Definitions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE TWENTY-SECOND (Article Headings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE TWENTY-THIRD (Separability) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE TWENTY-FOURTH (Successors and Assigns) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE TWENTY-FIFTH (Lessor's Inspections) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE TWENTY-SIXTH (Release of Lessor) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE TWENTY-SEVENTH (Use of Leased Premises) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SCHEDULE B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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THIS LEASE, dated as of March 15, 1978, between LPD SALT LAKE ASSOCIATES,
a Maryland limited partnership (hereinafter referred to as Lessor), having an
address x/x Xxx X. Xxx, Xxx., Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx 00000, and SAFEWAY STORES, INCORPORATED, a Maryland corporation
(hereinafter referred to as Lessee), having its principal place of business at
Xxxxxx xxx Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000:
WITNESSETH: That in consideration of the mutual agreements herein
contained, the parties hereto do hereby covenant to and with each other as
follows:
ARTICLE FIRST
PROPERTY DESCRIPTION
Lessor does hereby lease to Lessee the real property described in Schedule
A hereto and the buildings, structures and other improvements thereon (including
all building equipment and building fixtures owned by Lessor, if any, but
excluding Lessee's trade equipment and trade fixtures).
Said premises are hereinafter referred to as the "leased premises" and are
leased subject to such defects in Lessor's title, encumbrances, covenants,
conditions, restrictions, easements, reservations and rights of way, if any, as
are now existing with respect to said premises, any state of facts an accurate
survey might show, zoning rules, restrictions, regulations, resolutions and
ordinances, and building restrictions and governmental regulations now in
effect or hereafter adopted by any governmental authorities having jurisdiction.
TO HAVE AND TO HOLD the above described premises, together with the
tenements, hereditaments, appurtenances and easements thereunto beholding, at
the rental and upon the terms and conditions herein stated, for a preliminary
term commencing with the 5th day of May 1978, and extending to and including
the thirty-first day of May, 1978, and for an original term of twenty-five (25)
years, commencing with the first day of June, 1978, and extending to and
including the thirty-first day of May, 2003. The purpose of this Lease is for
business or commercial use.
ARTICLE SECOND
RENT
Lessee does hereby agree to pay without offset to Lessor, as the rent of
the leased premises:
(a) For the period from May 5, 1978 through May 31, 1978, the amount of
$16,715.25 payable on June 1, 1978;
(b) For the period from June 1, 1978 through May 31, 1979, the amount of
$51,147.72 payable in equal monthly installments of $4,262.31 each of July 1,
1978, and on the first day of each month thereafter to and including June 1,
1979;
(c) For the period from June 1, 1979, through May 31, 2003, the amount of
$360,033.12 per annum payable in equal monthly installments of $30,002.76 each
on July 1, 1979, and on the first day of each month thereafter to and including
June 1, 2003.
Said payments shall be made to The Western Saving Fund Society of Philadelphia,
as beneficiary (the Beneficiary) under the Deed of Trust, dated as of March 15,
1978 (the Indenture), from Lessor to Western States Title Company, as Trustee
(the Trustee) and mailed to Beneficiary at Broad and Xxxxxxxx Xxxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Mortgage Department, in such
manner that the Beneficiary shall have "collected funds" on the date on which
such sums are due and payable, or by checks or drafts made payable to any other
payee or mailed to any other address which Lessor, or any successor in interest
of Lessor, may in writing designate.
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ARTICLE THIRD
Taxes, Utility Charges, Etc.
Lessee agrees that it will pay all charges for electricity, water, gas,
telephone and other utility services used on the leased premises. Lessee
further agrees to pay all taxes, assessments, personal property taxes, water
rents, rates and charges, sewer rents, and other governmental impositions and
charges of every kind and nature whatsoever, extraordinary as well as ordinary,
and each and every instalment thereof, which shall or may during the term
hereof be charged, levied, assessed, imposed, become due and payable, or liens
upon, or arise in connection with the use, occupancy or possession of or grow
due or payable out of, or for the leased premises during the lease term or any
renewal thereof. Lessee further agrees to pay all taxes which may be levied,
assessed or imposed by the state in which the leased premises are located or by
any political or taxing subdivision thereof, upon or measured by the rents
hereunder or the income arising therefrom, to the extent and only to the extent
that such taxes are in lieu of or a substitute for any tax upon the leased
premises which, if such taxes were in effect, would be payable by Lessee under
the provisions hereof, but it is not intended that Lessee shall be required to
pay any taxes of Lessor which are presently denominated as income or franchise
taxes or excise taxes imposed on Lessor's privilege to do business, provided
that Lessee shall pay all general excise or other taxes (save and except net
income taxes) measured by and payable with respect to this Lease, including
Lessor's receipt of revenues paid to reimburse such general excise or other
taxes. Taxes, water rents, rates and charges, sewer rents and other
governmental impositions and charges assessed during the term, but payable in
whole or in instalments after the termination of this Lease and assessments
which are covered by bond, shall be adjusted and prorated and Lessor shall pay
the prorated share thereof for the period subsequent to the term, and Lessee
shall pay the prorated share thereof for the term of this Lease. Lessee shall
have the right to apply for the conversion of any special assessment for local
improvements in order to cause the same to be payable in instalments, and upon
such conversion Lessee shall be obligated to pay and discharge punctually only
such of said instalments as shall become due and payable during the term.
At the written request of Lessor, Lessee shall within sixty (60) days
after such request produce and exhibit to Lessor satisfactory evidence of the
payment of any tax, assessment, or other charge constituting a lien on the
leased premises which has become due and payable.
ARTICLE FOURTH
Installation and Signs, Etc.;
Removal of Fixtures; Painting
Lessee may place or install on and/or in the leased premises such fixtures
and equipment as it shall deem desirable for the conduct of business therein,
and may paint the building improvements such colors as it elects. Lessee shall
have the exclusive right, provided that it shall first obtain any permits
required by any governmental authorities having jurisdiction of the leased
premises, to paint and erect or authorize signs in and over the leased premises
and on the outside of the building improvements thereon, and upon the written
request of Lessor will remove any such signs upon the expiration or the sooner
termination of this Lease. Personal property, fixtures and equipment used in
the conduct of Lessee's business (as distinguished from fixtures and equipment
used in connection with the operation and maintenance of the building
improvements) placed by Lessee or any subtenant or any predecessor in interest
on or in said premises (even though placed prior to the commencement of said
term), shall not become a part of the realty, even if nailed or screwed or
otherwise fastened to the premises, but shall retain their status as personalty
and may be removed by Lessee at any time. Lessee may obliterate any signs or
color effects installed by it. Any damage caused the leased premises by the
removal of such property or the obliteration of any signs or color effects
shall be repaired by Lessee at its expense. Any trade fixtures or personal
property not used in connection with the operation of the leased premises and
belonging to Lessee or to any subtenant, if not removed within twenty (20) days
after expiration or the sooner termination of this Lease, shall be deemed
abandoned and shall become the property of Lessor without any payment or offset
therefor, or Lessor at its
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option may elect to remove the same and Lessee shall reimburse Lessor for the
cost of such removal and the repair of any damage occasioned thereby.
ARTICLE FIFTH
LESSEE'S ASSUMPTION OF LIABILITY
Lessee agrees that it will indemnify and save Lessor harmless from any and
all liability, damage, expense, cause of action, suits, claims, or judgments
arising from injury to person or property on the leased premise, or upon the
adjoining streets and sidewalks. Lessee further agrees to indemnify and save
Lessor harmless from any and all liability arising from any failure by Lessee to
perform any of the agreements, terms, covenants or conditions of this Lease on
Lessee's part to be performed. In addition, Lessee agrees to maintain with
respect to the leased premises (whether by specific insurance policies or as
part of blanket coverage of its operations) public liability insurance with
limits of not less than $5,000,000 for injury or death per person and $5,000,000
for injury or death per occurrence and with limits of not less than $1,000,000
for property damage per occurrence. Lessee shall procure policies for such
insurance which shall be for periods of not less than one year and shall provide
that the same may not be cancelled or adversely modified except on not less than
10 days' prior written notice to Lessor and Lessor's mortgagee; and Lessee
shall furnish Lessor and Lessor's mortgagee with duplicate policies or
certificates or such insurance extending to Lessor the coverages thereof as
aforesaid.
ARTICLE SIXTH
REPAIRS, ALTERATIONS, AND IMPROVEMENTS; STATE OF REPAIR
ON TERMINATION; FUTURE DEVELOPMENT AND LESSEE'S
OPTIONS WITH RESPECT THERETO
Lessee agrees that Lessor shall be under no obligation to rebuild, replace,
maintain or make any repairs to the leased premises, or to the improvements
thereon, during the lease term or any renewal thereof. Lessee shall, at all
times during the lease term or any renewal thereof, and at its own cost and
expense, put, keep, replace and maintain in thorough repair and good, safe and
substantial order and condition, except for ordinary wear and tear, all
buildings and improvements erected on the leased premises, or forming a part
thereof (including all building equipment which is an integral part of the
building structures), both inside and outside, structural and non-structural,
extraordinary and ordinary. Lessor agrees that Lessee may make or permit to be
made such alterations and improvements to the leased premises as Lessee may deem
desirable for the use thereof and may, at Lessee's option and without cost to
Lessor, at any time and from time to time during the original lease term, or
during any option period hereinafter provided for, do any one or more of the
following, to wit:
I. Alter or remodel any building or improvements on the leased premises,
provided the market value of any building or improvements so altered or
remodeled is not adversely affected thereby; and/or
II. Construct an addition, or additions thereto; and/or
III. Raze any building or improvement situated on the leased premises and
erect on the leased premises a new building or improvement which shall be of a
value not less than the market value of the building or improvement so razed at
the time of its demolition; and/or
IV. Construct an additional new building or buildings on the leased
premises;
provided that Lessee shall first obtain any building and alteration permits that
may be required by any governmental authorities having jurisdiction and provided
further that Lessee shall complete construction of the new building or
improvement required by clause III above within
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one year (which period shall be extended for delays, other than financial
delays, beyond the reasonable control of Lessee) after any building or
improvement shall have been razed pursuant to said clause III. At the
expiration or termination of this Lease, or any extension or renewal thereof,
Lessee shall leave the leased premises in good condition, allowance being made
for ordinary wear and tear and damage by fire or by other casualty, if Lessee
is not required by the by the terms of this Lease to repair the same, excepted,
and, except as herein provided, Lessee shall not be required to restore the
leased premises to the condition in which the leased premises are in as of the
commencement of the term hereof, it being agreed that Lessor shall accept the
leased premises with such alterations, remodeling, additions, or new
construction as may have been made pursuant to the authorization contained in
this paragraph. Lessee agrees that it will not permit any mechanics',
materialmen's or other liens to stand against the leased premises for work or
materials furnished Lessee in connection with any such alterations, remodeling,
additions or new construction, it being provided, however, that Lessee shall
have the right to contest the validity of any such lien or claim, but upon a
final determination of the validity thereof, Lessee shall immediately pay any
judgment or decree rendered against Lessee, with all proper costs and charges,
and shall cause any such lien to be released of record without cost to Lessor.
In the event the estimated cost of any item of work pursuant to
subparagraphs I or II hereof should exceed $100,000, Lessee shall, prior to
commencement of the work, notify Lessor of the contemplated work and either
certify that the work shall not cause the value of the Leased Premises to be
decreased or obtain the written consent of Lessor thereto, which consent Lessor
shall not unreasonably withhold. Lessee shall, before commencing any razing or
construction of any new building or improvements contemplated by subparagraphs
III or IV hereof, obtain Lessor's consent therefor, which consent Lessor shall
not unreasonably withhold, and otherwise comply with the provisions of this
ARTICLE SIXTH. If required by Beneficiary, before the commencement of the razing
of any building or improvement pursuant to subparagraph III hereof, Lessee
shall furnish to Lessor and Beneficiary a surety company completion bond, or
such comparable security acceptable to Lessor and Beneficiary, guaranteeing the
full completion of the new building or improvement, and payment therefor, free
and clear of all liens, encumbrances, chattel mortgages, conditional bills of
sale or other charges. Lessee shall, in the course of any of the work
contemplated by this Article, diligently proceed with and complete the same as
soon as possible and according to good workmanlike standards, with the
completed work being of a quality and value at least equal to that of the
present improvements on the Leased Premises.
Should Lessee, during the original term hereof, alter, remodel or add to
the improvements or construct new improvements either on the leased premises
pursuant to the provisions of subparagraphs I, II, III and/or IV hereof (such
alteration, remodeling, addition and construction being herein called the
Additions), Lessee may, on completion of said Additions, give written notice
thereof to Lessor and require that Lessor and Lessee enter into negotiations
with respect to the financing of the cost of such Additions provided that the
cost of such Additions is TWO HUNDRED FIFTY THOUSAND AND 00/100 ($250,000), or
more, and further provided, in each case, that such cost has been incurred
during a period which shall be not longer than twenty-four (24) consecutive
months and which shall not have ended earlier than six (6) months prior to the
date of such notice. Within sixty (60) days of the date of such notice, Lessor
and Lessee shall enter into good faith negotiations looking toward the
execution and delivery of a written agreement of modification of this Lease,
which agreement shall provide for (1) a payment by Lessor to Lessee of such
cost, (2) an increase of the annual extended term rentals provided for in
Article Sixteenth hereof by an amount equal to such cost, multiplied by the
rental rate as provided for in said Article Sixteenth, (3) an increase in the
monthly original term rental sufficient to reimburse Lessor for such cost,
together with interest at a rate sufficient to finance said additional
payments, over a term of not less than fifteen nor more than twenty years, (4)
increases in the purchase prices set forth in Schedule B attached hereto and
hereby made a part hereof which shall be sufficient, at any given time, to
allow Lessor to recover the unamortized amount of such cost, together with
accrued interest thereon at a reasonable rate, and (5) such other changes and
amendments to this Lease as may be necessary and appropriate in view of such
payment by Lessor to Lessee. Since Lessor's most likely source of funds to make
payment for such cost will be the issuance and sale of non-recourse notes
(herein called Improvement Notes).
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the parties agree that the obligation of Lessor to make such payment shall be
conditioned upon the sale of Improvement Notes and that the changes and
amendments to this Lease will be of such nature as will (a) permit Lessor to
sell Improvement Notes, and (b) provide increases in the original term rents
and the purchase prices set forth in Schedule B, so as to assure the purchasers
of Improvement Notes the payment of interest and principal due thereon during
the original term. If (i) Lessor and Lessee are unable to agree upon the terms
of modification of this Lease, (ii) Lessee shall have delivered to Lessor an
executed copy of a bona fide offer (the Other Offer) from an Investor or
investors to make (pursuant to the purchase of notes in a lease financing
arrangement based upon Lessee's lease credit and the sale of Lessor's notes in
the same manner as in the Basic Financing, as hereinafter defined) such payment
for such Additions (the Additional Payment) upon terms and conditions more
advantageous to Lessee than those which Lessor offered to Lessee and (iii)
Lessor does not, within 30 days after receipt of the Other Offer, make an offer
upon substantially the same terms and conditions contained in the Other Offer
with respect to the Additional Payment, then Lessor and Lessee shall use their
best efforts to cause the Additions to be financed pursuant to the Other Offer
and, in such connection, enter into a written agreement of the nature described
in the second sentence of this paragraph. It is understood and agreed by
Lessor and Lessee, in connection with all of the foregoing, that (a) the manner
in which Lessor shall finance the cost of acquiring the leased premises will be
to issue its non-recourse Note (as defined in the Indenture), mortgage its
interest in the leased premises and assign its rights under this lease to an
institutional lender (the Basic Financing), (b) the consummation of the
financing of any of the Additions is contingent upon the satisfaction of
certain terms and provisions of the Basic Financing related thereto whether or
not the financing of any such new improvements shall occur which, inter alia,
contemplate the continuation of the Basic Financing, (c) that Lessor and Lessee
are familiar with such terms and provisions of the Basic Financing, which are
not in conflict with the terms and provisions hereof and (d) Lessee will pay
all costs and expenses, including reasonable attorneys' fees and premiums for
mortgagee's title insurance, incurred by Beneficiary or any purchaser of the
Improvement Notes issued by Lessor in connection with any such financing, but
Lessee will not be obligated for Lessor's attorney's fees or any premium for
owner's title insurance. Notwithstanding any of the provisions of this
Article, if Lessor does not make a payment to Lessee pursuant to this Article
Sixth, this Lease shall continue in effect without any modification or change
whatsoever.
Any financing of Additions pursuant to and as provided in this Article
Sixth shall relate solely to the cost incurred by Lessee in connection with (x)
the construction of an addition or additions to, and an additional new building
or buildings on, the leased premises pursuant to subparagraphs II and IV,
respectively, of this Article Sixth, (y) the construction of a new building or
improvement pursuant to subparagraph III of this Article Sixth solely to the
extent that the fair market value of the new building or improvement exceeds the
fair market value of any building or improvement razed pursuant to said
subparagraph III, as such fair market values shall have been determined by an
appraiser selected by Lessee and satisfactory to Lessor and Beneficiary, and (z)
altering or remodeling any building or improvement on the leased premises
pursuant to subparagraph I of this Article Sixth to the extent that such
remodeling and altering shall have increased the fair market value of the leased
premises as determined by an appraiser selected by Lessee and satisfactory to
Lessor and Beneficiary.
ARTICLE SEVENTH
ASSIGNING AND SUBLETTING
Lessee shall have the right to assign this Lease or to sublet the whole
or any part of any said leased premises for a period not extending beyond the
expiration of the original term of this Lease or of any renewal term then in
effect.
Should Lessee assign this Lease or sublet the whole or any part of said
leased premises, it shall nevertheless remain primarily liable to Lessor as a
principal and not as a guarantor or a surety for full payment of the rent and
the performance and observance of Lessee's other obligations under this Lease.
Lessee agrees to notify lessor in writing of any assignment or subletting,
within thirty (30) days thereafter, and, on the request of Lessor, to furnish
Lessor with a
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conformed copy of any sublease which may be made. In the event of Lessee's
default in any of the provisions hereof, after the leased premises have been
sublet by Lessee, Lessor may collect rent from the sublessee but any collection
of rent from an assignee or sublessee shall not be deemed a waiver of the
primary liability of Lessee or as an acceptance by Lessor of the assignee or
sublessee as lessee. Any such sublease shall be subject to termination by
Lessor at its option on termination of this Lease except in the instance in
which this Lease is terminated and the leased premises purchased by Lessee.
ARTICLE EIGHTH
HOLDING OVER
If Lessee holds over or remains in possession of the leased premises
after expiration of this Lease or after any sooner termination thereof, without
any new lease of said premises being entered into between the parties hereto,
or any option hereinafter contained being exercised by written notice, such
holding over or continued possession shall, if rent is paid by Lessee and
accepted by Lessor for or during any period of time Lessee holds over or
remains in possession, create only a month-to-month tenancy at the last monthly
rental and upon the terms (other than length of term, or option for renewal,
purchase or cancellation) herein specified, which may at any time be terminated
by either party by thirty (30) days' written notice given to the other party.
ARTICLE NINTH
QUIET POSSESSION
Lessor covenants that Lessor is seized of the leased premises and has full
right to make this Lease, and that so long as Lessor is the owner of the leased
premises, Lessee shall have quiet and peaceful possession thereof as against
any adverse claim of Lessor or any party claiming under Lessor, subject to all
exceptions to the title to the leased premises set forth in the title insurance
policy to be issued to Lessor or any mortgagee (or assignee thereof) of Lessor
in connection with its acquisition of title to the leased premises and the
other exceptions and restrictions listed in Article First hereof. Lessee will
not, and hereby expressly waives its right to, exercise any remedies it may have
by reason of Lessor's failure to grant possession to the leased premises, the
condition of the leased premises, any outstanding notices from governmental
authorities with respect to the leased premises and any and all other defects
in title to the leased premises.
ARTICLE TENTH
LESSEE'S DEFAULT
In case Lessee shall fail to pay any installment of rent or any tax,
assessment, water rent or sewer rent for (10) days after written notice from
Lessor that the same is due and payable, or to pay any other additional rent or
to comply with any of the other terms, covenants, conditions or obligations of
this Lease for thirty (30) days after written notice from Lessor or the agent
or attorney of Lessor, then Lessor, at the option of Lessor, may cancel and
terminate this Lease, as well as all of the right, title and interest of Lessee
hereunder, by giving to Lessee not less than five (5) day's notice of such
cancellation and termination, and upon the expiration of the time fixed in such
notice this Lease and the term hereof, as well as all of the right, title and
interest of Lessee hereunder, shall expire in the same manner and with the same
force and effect, except as to Lessee's liability, as if the expiration of the
time fixed in such notice of cancellation and termination were the end of the
term originally demised; and Lessor may re-enter upon the leased premises
either with or without process of law, and remove all persons therefrom.
Lessee expressly agrees that the exercise by Lessor of the right to terminate
this Lease shall not be a bar to or prejudice in any way any other legal
remedies available to Lessor.
In the event of any such failure by Lessee to pay or to comply as
aforesaid, in which case each such failure shall be a default hereunder by
Lessee and a breach of this Lease, Lessor shall
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immediately and ipso facto, notwithstanding any other provisions of this Lease
to the contrary and without any notice or other action by Lessor, become
entitled to recover from Lessee, and Lessee shall pay to Lessor, as liquidated
damages for such breach the sum of (a) 25% of Lessor's Cost (as specified in
Schedule A hereto) discounted at the rate of 5% per annum from April 30, 2003
to the date of such breach and (b) all rent and other sums payable hereunder
due and payable to the date of such breach, together with a sum equal to the
amount by which the rent and additional rent reserved hereunder from the date
of such breach to the date of expiration of the term of this Lease exceeds the
fair and reasonable rental value of the leased premises for the same period,
both discounted to the date of such breach at the rate of five per cent (5%)
per annum. Such accrued rent and damages shall become due and payable to Lessor
immediately upon such breach and without regard to whether this Lease be
terminated or not, and if this Lease be terminated, without regard to the
manner in which it shall be terminated. In determining the fair and reasonable
rental value of the leased premises, the rental realized by any reletting, if
any reletting be accomplished by Lessor before presentation of proof of such
liquidated damages shall be required, shall be deemed prima facie to be the
fair and reasonable rental value of the leased premises or the portion thereof
so relet, as the case may be. If and so long as the term of this Lease shall
continue, the rent reserved herein for the unexpired term of this Lease after
any such breach shall be reduced by the amount of such liquidated damages as
may be paid to Lessor, such reduction being applied proportionately to each
instalment of rent and additional rent thereafter becoming due. During the
continuance of this Lease after such a breach and until such damages shall have
been paid to Lessor, the whole amount of each instalment of rent and additional
rent herein reserved shall be due and payable at the time herein specified, and
if by reason of the subsequent payment of liquidated damages, and the resulting
reduction in rental, Lessor shall have received a sum in excess of all
instalments as so reduced, becoming due after the breach and before the
collection of such damages, such excess shall be refunded to Lessee upon the
receipt of such liquidated damages.
If Lessor shall so re-enter, Lessor may repair and alter the leased
premises in such manner as to Lessor may seem necessary or advisable, and/or let
or relet the leased premises or any parts thereof for the whole or any part of
the remainder of the term herein originally leased or for a longer period, in
Lessee's name, or as the agent of Lessee, and out of any rent so collected or
received Lessor shall: first, pay to itself the cost and expense of retaking,
repossessing, repairing and/or altering the leased premises, and the cost and
expense of removing all persons and property therefrom; second, pay to itself
the cost and expenses sustained in securing any new tenants, and if Lessor shall
maintain and operate the leased premises, the cost and expense of operating and
maintaining the leased premises; and, third, pay to itself any balance remaining
on account of the liability of Lessee to Lessor for the sum equal to all rent
and additional rent reserved herein and unpaid by Lessee for the remainder of
the term herein originally leased. Any entry or re-entry by Lessor, whether had
or taken under summary proceedings or otherwise, shall not absolve or discharge
Lessee from liability hereunder.
Should any rent so collected by Lessor after the aforementioned payments
be insufficient fully to pay to Lessor a sum equal to all such rent and
additional rent reserved herein, the balance or deficiency shall be paid by
Lessee on the rent days herein specified, that is, upon each of such rent days
Lessee shall pay to Lessor the amount of the deficiency then existing; and
Lessee shall be and remain liable for any such deficiency, and the right of
Lessor to recover from Lessee the amount thereof, or a sum equal to all such
rent and additional rent reserved herein, if there shall be no reletting, shall
survive the issuance of any dispossessory warrant or other cancellation or
termination hereof; and Lessee hereby expressly waives any defense that might
be predicated upon the issuance of such dispossessory warrant or other
cancellation or termination hereof.
Suit or suits for the recovery of such deficiency or damages, or for a
sum equal to any instalment or instalments of rent and additional rent
hereunder, may be brought by Lessor, from time to time at Lessor's election, in
each case at Lessee's expense (including reasonable attorneys' fees), and
nothing hereing contained shall be deemed to require Lessor to await the date
whereon this Lease or the term hereof would have expired by limitation had
there been no such default by Lessee or no such cancellation or termination.
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Lessee hereby expressly waives service of any notice of intention to
re-enter. Lessee hereby waives any and all rights to recover or regain
possession of the leased premises or to reinstate or to redeem this Lease or
other right of redemption as permitted or provided by or under any statute, law
or decision now or hereafter in force and effect, in case Lessee shall be
dispossessed by a judgment or by warrant of any court or judge.
In the event of a breach or a threatened breach by Lessee of any of the
agreements, terms, convenants or conditions hereof, Lessor shall have the right
of injunction to restrain the same and the right to invoke any remedy allowed
by law or in equity, as if specific remedies, indemnity or reimbursements were
not herein provided.
Except to the extent otherwise expressly provided in this Lease, this Lease
shall not terminate nor shall Lessee be entitled to any abatement of rent or
reduction thereof, nor shall the respective obligations of Lessor and Lessee be
otherwise affected, by reason of damage to or destruction of all or any part of
the leased premises from whatever cause, the taking of the leased premises or
any portion thereof by condemnation or otherwise, the lawful prohibition of
Lessee's use of the leased premises, the interference with such use by any
private person or corporation, or by reason of any eviction by paramount title,
or for any other cause whether similar or dissimiliar to the foregoing, any
present or future law to the contrary notwithstanding.
In the event of any default hereunder or breach of this Lease by Lessee,
Lessor shall, in addition to the rights set forth above in this Article Tenth,
have the right to require that Lessee purchase the leased premises at a price
determined in accordance with Schedule B hereto on a date specified by Lessor
which is not later than sixty (60) days following written notice of such
requirement from Lessor to Lessee. Lessor shall transfer and convey the leased
premises to Lessee on such date upon the terms and provisions set forth in
Article Fourteenth hereof as if Lessor had accepted an offer by Lessee to
purchase the leased premises; except, however, that (A) the time periods
referred to in Article Fourteenth shall be adjusted to effectuate said
purchase on the date determined pursuant to this Article Tenth and (B) this
Lease shall in no event terminate until the leased premises shall have been
conveyed and the purchase price thereof and all other sums due under this Lease
shall have been paid.
ARTICLE ELEVENTH
Damage By Fire, Etc.
Lessee agrees that it will, during the preliminary and original terms
hereof and during any renewal terms, at its expense, take out and keep in
effect upon the leased premises, fire insurance with extended coverage
endorsement, in an amount sufficient to prevent Lessor and Lessee from becoming
coinsurers under provisions of applicable policies of insurance but in any
event, in an amount equal to not less than eighty per centum (80%) of the
"insurable value" of the building improvements thereon, and boiler and pressure
vessel insurance on all equipment, parts thereof and appurtenances attached or
connected to the leased premises which by reason of their use or existence are
capable of bursting, erupting, collapsing or exploding, in the minimum amount
of $500,000 for damage to property resulting from such perils, in each case
written by a responsible insurance company or insurance companies authorized to
do an insurance business in the state in which the leased premises are located;
said policy or policies of insurance to bear a first mortgagee endorsement in
favor of the Beneficiary, and to provide that payment for any losses covered
under or by said policy or policies of insurance shall be made to Lessor and/or
Lessee and/or Beneficiary, as their respective interests may appear.
In the event of loss of or damage to said building improvements by fire or
other casualty during the preliminary or original terms or any renewal term
which shall not result in the termination of this Lease as hereinafter in this
Article Eleventh provided, Lessee agrees, promptly after any such damage by
fire or other casualty, and at its expense, to rebuild or repair said building
improvements or construct a new building on the leased premises in conformity
with the requirements of Article Sixth hereof, so that, after completion of such
repair, the building
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improvements as reconstructed by Lessee shall be of a value not less than the
value of the building improvements as of the date of the fire or other casualty
and the building improvements as reconstructed shall immediately become part of
the realty and the property of Lessor. Any building permit that may be required
shall be obtained by Lessee.
If Lessee rebuilds or repairs said building improvements as provided in
the preceding paragraph, Lessee shall be entitled to receive or receive credit
for the insurance proceeds payable in connection with such fire or other
casualty on the terms and in the manner hereafter stated. If such proceeds in
respect of any one fire or other casualty are less than $25,000, Lessee shall
immediately be entitled to such proceeds. If such proceeds shall be $25,000 or
more, Lessee shall be entitled to such proceeds only against certificates of
Lessee, signed by a vice president of Lessee, delivered to Lessor from time to
time as such work of rebuilding or repair progresses or is completed, each such
certificate describing such work for which Lessee is requesting payment, the
cost incurred by Lessee in connection therewith and stating that Lessee has
not theretofore received payment for such work. if the proceeds remaining after
the final payment has been made for such work shall be $5,000 or more, such
proceeds shall be paid over and retained by Lessor. Thereafter, (i) Lessor's
Cost (as set forth in Schedule B) shall be reduced by the amount of such
proceeds so retained by Lessor, and (ii) each installment of rent payable
pursuant to Article Second hereof at least three months subsequent to the date
of the last payment to Lessee for such work shall be reduced by the amount of
such installment multiplied by a fraction, the numerator of which shall be the
amount of the remaining proceeds so retained by Lessor and the denominator of
which shall be Lessor's Cost prior to the reduction thereof referred to in
clause (i) above. If the proceeds remaining after the final payment has been
made for such work are less than $5,000, such proceeds shall be paid over to and
retained by Lessee and the rents and purchase prices referred to in Article
Fourteenth and set forth in Schedule B hereto shall continue in effect without
modification.
Notwithstanding any other provision of this Article Eleventh to the
contrary, should such fire or other casualty occur at any time during the
preliminary or the original term and should the leased premises be so damaged
or destroyed in any single casualty that they shall be economically unsuitable
for restoration for Lessee's continued use and occupancy in Lessee's business,
as certified by a vice president of Lessee, then at Lessee's option, in lieu of
rebuilding or repairing the leased premises, Lessee may, within ninety (90)
days after such loss or damage, give written notice to Lessor of Lessee's
intention to terminate this Lease as provided for in Article Fourteenth hereof,
and as a part of said notice shall offer to purchase the leased premises upon
the terms set out in said Article. Said notice shall be accompanied by a
certificate for Lessee, signed by a vice president thereof, stating that the
leased premises are economically unsuitable for Lessee's continued use and
occupancy in Lessee's business by reason of such damage or destruction. In the
event said offer to purchase is accepted by Lessor and said property purchased
by Lessee, all insurance proceeds shall be paid by said insurance company or
companies to and retained by Lessee. However, should said offer to purchase not
be accepted by Lessor and this Lease be terminated as in said Article
Fourteenth provided, Lessee shall be deemed to and does hereby agree to
relinquish all rights to the proceeds of any insurance in effect upon said
building improvements and such proceeds shall be paid directly to Lessor by
said insurance company or companies.
In the event Beneficiary and/or any assignee thereof requires that the
proceeds be made payable to it, then and in such event the proceeds shall be so
paid to Beneficiary and/or any such assignee thereof upon condition that
Beneficiary and/or any assignee thereof shall agree to pay the said proceeds to
Lessee upon the restoration of the leased premises as in this Article provided
or upon the purchase of the leased premises by Lessee as provided for in Article
Fourteenth hereof.
Regardless of the cost of rebuilding or repairing said building
improvements, should the fire or other casualty occur during a renewal option
term, Lessee shall have the right to elect to rebuild or repair said building
improvements, in which event all insurance proceeds shall be paid to Lessee as
hereinabove set forth. Should Lessee elect not to rebuild or repair said
building improvements, Lessee shall, within ninety (90) days after such loss or
damage, give to Lessor
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thirty (30) days' notice in writing, cancelling and terminating the renewal
term then in effect. On expiration of said thirty (30) days' notice, provided
all rent and additional rent are paid and Lessee is not otherwise in default
under this Lease, the renewal term shall cease and terminate and all insurance
proceeds shall be paid directly to Lessor by said insurance company or
companies.
Lessee shall procure policies for such insurance for a period of not
less than one (1) year and shall procure renewals thereof from time to time at
least twenty (20) days before the expiration thereof and shall deliver to
Lessor certificates of such policies and renewals.
Every policy of insurance which Lessee is obligated to carry under
this Lease shall contain an agreement by the insurer that it will not cancel
such policy except after 10 days' prior written notice to Lessor and
Beneficiary and that any loss otherwise payable thereunder shall be payable
notwithstanding any act or negligence of Lessor or Lessee which might, absent
such agreement, result in a forfeiture of all or any part of such insurance
payment and notwithstanding (i) the occupation or use of the leased premises
for purposes more hazardous than permitted by the terms of such policy, (ii)
any foreclosure or other action or proceeding taken by Beneficiary pursuant to
any provision of the Deed of Trust upon the happening of an Event of Default,
as defined therein, or (iii) any change in title or ownership of the leased
premises.
No abatement, diminution or reduction of rent, charges or other
compensation shall be claimed by or allowed to Lessee, or any persons claiming
under it, under any circumstances, whether for inconvenience, discomfort,
interruption of business, or otherwise, arising from the making of alterations,
changes, additions, improvements or repairs to any buildings now on or which
may hereafter be erected on the leased premises, by virtue of or arising from,
and during the restoration of the leased premises after the destruction or
damage thereof by fire or other cause.
ARTICLE TWELFTH
Condemnation
If no default shall have happened and be continuing, Lessor hereby
empowers Lessee, from time to time during the preliminary and the original
terms of this Lease and during any renewal terms: (a) to grant easements,
licenses, rights-of-way and other rights and privileges in the nature of
easements affecting the leased premises or release existing easements or
appurtenances which are for the benefit of the leased premises, with or without
consideration; (b) to dedicate or convey, as required, portions of the leased
premises for road, highway and other public purposes; and (c) to execute
petitions to have the leased premises or a portion or portions thereof annexed
to any municipality or included within any utility, highway or other
improvement or service district, but only upon delivery to Lessor of
(i) a written application of Lessee, signed by an Executive Officer
thereof, requesting such instrument and certifying that no default has
occurred and is continuing;
(ii) a copy of such instrument;
(iii) a certificate of Lessee, signed by an Executive Officer thereof,
stating (a) that such grant, release, dedication, conveyance or petitions
are not detrimental to the proper conduct of the Lessee's business on the
leased premises, (b) the consideration, if any, being paid for such grant,
release, dedication, conveyance or petitions, and that such consideration is
payable entirely to Lessee and (c) that such grant, release, dedication,
conveyance or petitions do not materially impair the effective use of the
leased premises for the purpose for which it is then being used or adversely
affect its value;
(iv) a duly authorized undertaking of Lessee to the effect that Lessee
will remain obligated hereunder to the same extent as if such grant,
release, dedication, conveyance or petitions had not been made; and
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(v) such other instruments, certificates (including evidence of
authority) and opinions as Lessor may reasonably request.
Lessee is hereby irrevocably appointed the agent and attorney-in-fact of Lessor
to execute and deliver such instruments upon compliance with the provisions of
this Article Twelfth. If any monetary consideration is received by Lessee as a
result of the granting or release of any such easement or the dedication or
conveyance of any portion of the leased premises as hereinabove provided and
such consideration is less than $5,000, the same shall be retained by Lessee
and the rents and purchase prices referred to in Article Fourteenth and set
forth in Schedule B hereto shall continue in effect without modification.
However, if such consideration is $5,000, or more, the same shall be paid over
and retained by Lessor and thereafter, (i) Lessor's Cost (as set forth in
Schedule B) shall be reduced by an amount equal to such consideration so
retained by Lessor, and (ii) each instalment of rent payable pursuant to
Article Second hereof on and after the first rental payment date occuring three
months or more after the receipt by Lessor of such consideration shall be
reduced in accordance with the formula set forth in the third paragraph of
Article Eleventh hereof. The powers hereinabove granted to Lessee shall be
exercised by Lessee without the joinder of Lessor, but Lessor agrees to
cooperate fully with Lessee if for any reason it is necessary or desirable
under the laws of the state in which the leased premises are located for Lessor
to join in the execution of any instrument or to cooperate with Lessee in any
other way in order for said powers to be effectively exercised.
In the event that any person or corporation, municipal, public, private or
otherwise, shall at any time during the preliminary or the original term hereof
condemn and acquire title to all or any portion of the leased premises, or to
any easement therein, in or by condemnation proceedings pursuant to any law,
general, special or otherwise, which condemnation shall make the leased premises
unsuitable for use as a milk processing plant, Lessee may elect within thirty
(30) days after such condemnation or acquisition of title by such person or
corporation, to give written notice to Lessor of its intention to terminate this
Lease as provided for in Article Fourteenth hereof, and as a part of said notice
shall furnish a certification, executed by a vice president of Lessee, to the
effect that such condemnation has made the leased premises unsuitable for use as
a milk processing plant, and shall offer to purchase the leased premises from
Lessor upon the terms set out in Article Fourteenth hereof. In the event such
offer to purchase is accepted by Lessor within the time and in the manner in
Article Fourteenth provided, and said leased premises are purchased by Lessee,
Lessee shall be entitled to and shall receive any and all award or payment made
in said condemnation proceedings, and Lessor shall assign, and Lessor does
hereby assign and transfer to Lessee such award or payment as may be made.
Should said offer to purchase not be accepted by Lessor and this Lease be
terminated as provided for in said Article, any and all award or payment made in
such condemnation proceedings in respect only of the leased premises shall be
paid to Lessor; provided, however, that Lessee shall be entitled to receive and
retain any award or payment made in respect of the loss of, or damage to,
Lessee's leasehold interest. Should Lessee, however, remain in possession and
not elect to give such notice of termination of this Lease (unless such
termination occurs by operation of law), this Lease shall be deemed to continue
as to the remaining portion of the leased premises. In such event, or in the
event of any taking or condemnation of any portion of the leased premises, or
any easement therein, which shall not entitle Lessee to give notice of its
intention to terminate this Lease as hereinabove provided. Lessee, promptly
after such taking or condemnation, shall repair any damage caused by any such
taking or condemnation in conformity with the requirements of Article Sixth
hereof, so that, after the completion of such repair, the leased premises shall
be, as nearly as possible, in a condition as good as the condition thereof
immediately prior to such taking or condemnation, except for ordinary wear and
tear. Lessee shall be entitled to receive or receive credit for the award
payable in connection with such taking or condemnation on the terms and in the
manner hereafter stated. If such award in connection with any one taking or
condemnation is less than $25,000, Lessee shall immediately be entitled to such
award. If such award shall be $25,000 or more, Lessee shall be entitled to such
award only against certificates of Lessee, signed by a vice president of Lessee,
delivered to Lessor from time to time as such work of repair (including
appraisal fees, attorneys' fees and other expense connected with such
condemnation proceedings) progresses or is completed, each such certificate
describing such work
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for which Lessee is requesting payment, the cost incurred by Lessee in
connection therewith and stating that Lessee has not theretofore received
payment for such work. If the award remaining after the final payment has been
made for such work shall be $5,000 or more, such remaining award shall be paid
over and retained by Lessor. Thereafter, (i) Lessor's Cost (as set forth in
Schedule B) shall be reduced by the amount of such remaining award so retained
by Lessor and (ii) each installment of rent payable pursuant to Article Second
hereof at least three months subsequent to the date of the last payment to
Lessee for such work shall be reduced in accordance with the formula set forth
in the third paragraph of Article Eleventh hereof. If the remaining award after
the final payment has been made for such work is less than $5,000, such
remaining award shall be paid over to and retained by Lessee, and the rents and
purchase prices referred to in Article Fourteenth and set forth in Schedule B
hereto shall continue in effect without modification.
In the event beneficiary and/or any assignee thereof requires that an
award be made payable to it, then and in such event the award shall be so paid
to Beneficiary and/or any such assignee thereof upon condition that Beneficiary
and/or any assignee thereof shall agree to pay the said award to Lessee and/or
Lessor upon the repair of the leased premises as in this Article provided or
upon the purchase of the leased premises by Lessee as provided for in Article
Fourteenth hereof.
Should the condemnation occur during a optional renewal term, Lessee
shall, within thirty (30) days after such condemnation, either (a) terminate
the renewal term then in effect, or (b) remain in possession and repair and
alter the leased premises to the extent made necessary by such condemnation. If
Lessee elects to terminate the renewal term, Lessee shall give to Lessor thirty
(30) days' notice, in writing, cancelling and terminating such renewal term. On
expiration of said thirty (30) days' notice, the renewal term shall cease and
terminate provided all rent and additional rent are paid and Lessee is not
otherwise in default under this Lease. In such event, Lessee shall not be
entitled to receive and retain any of the award and Lessor shall be entitled to
receive and retain the entire award or payment made in respect of the leased
premises. Should Lessee, however, elect to remain in possession, the renewal
term shall continue as to the remaining portion of the leased premises. In such
event, Lessee shall be entitled to and shall receive any and all award or
payment made in said condemnation proceedings, in respect to the damage to
Lessee's leasehold interest and also in respect to the damage to the leased
premises and Lessor shall assign, and Lessor does hereby assign and transfer to
Lessee such award or payment made in respect of damage to the leased premises.
With the proceeds of the award or payment so assigned to Lessee, Lessee shall
pay all appraisal fees, attorneys' fees and other expenses connected with said
condemnation proceedings and shall make all repairs or alterations (if any) to
the leased premises made necessary by such condemnation; should such expense
and the cost of such repairs or alterations be less than the award or payment
so assigned to Lessee, Lessee shall pay to Lessor the remaining balance of such
award or payment.
ARTICLE THIRTEENTH
Notices
Any notice provided for herein shall be given by registered or certified
United States mail, postage prepaid, addressed, if to Lessor, to the person to
whom the rent is then payable at the address to which the rent is then mailed,
and, if to Lessee, to it at Xxxxxxx, Xxxxxxxxxx 00000. The person and the place
to which notices are to be mailed may be changed from time to time by either
party by written notice given to the other party.
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ARTICLE FOURTEENTH
Lessee's Right of Termination
Lessor agrees that if Lessee has discontinued or determines to discontinue
its use of the leased premises as a milk processing plant, Lessee shall have
the right, subject to the following conditions, at its option, to terminate
this Lease. Except where the right accrued pursuant to the provisions of
Article Eleventh or Article Twelfth, such option to terminate shall not be
exercised prior to the expiration of the tenth year of the original term. In
the event Lessee desires to exercise this option and to terminate this Lease,
it shall give written notice to Lessor of its intention to terminate this
Lease, it shall offer to purchase the leased premises at the Purchase Price
hereinafter set forth, and, as a part of such notice, Lessee shall furnish
Lessor a certification executed by a vice president of Lessee, stating that (i)
the leased premises have become uneconomic or unsuitable for the continued use
in Lessee's business and (ii) Lessee will discontinue its use of the leased
premises as a milk processing plant within ninety (90) days after purchase of
the leased premises from Lessor for the applicable price computed in accordance
with the Schedule B attached hereto (herein referred to as the "Purchase
Price").
Unless Lessor shall reject such offer to purchase not later than the 150th
day after the date of Lessee's notice to Lessor (provided that the rejection of
such offer shall be of no effect unless accompanied by the written consent
thereto of the Beneficiary), then Lessor shall be conclusively presumed to have
accepted such offer and Lessor shall open or cause an escrow to be opened with
a title insurance company and doing business in the area in which the leased
premises are located and shall deposit in said escrow a properly executed grant
or warranty deed, and such other instruments and authorizations as may be
necessary to convey to, and vest in, Lessee fee title to the leased premises,
free and clear of any mortgage or deed of trust (which shall be released or
reconveyed of record to Lessor in the escrow settlement) and free and clear of
any other liens, charges, encumbrances or exceptions, except such as may have
been in existence at the time of Lessor's acquisition of title to the leased
premises, provided, however, and Lessee agrees, that Lessee will take title to
the leased premises subject also to any other liens, encumbrances and exceptions
not caused or created by any lessor (other than actions taken by any lessor on
behalf of Lessee), and to all zoning rules and restrictions, regulations and
ordinances that are applicable to the leased premises on the date of conveyance
thereof to Lessee and subject to any violations of building codes, fire laws and
other laws and regulations that are in existence as of said date. Lessor shall
notify Lessee of the opening of the escrow and of its deposit therein of the
deed and other instruments and authorizations, if any, necessary to convey to
Lessee title to the leased premises as hereinabove provided, and Lessee shall,
at or prior to the expiration of one hundred eighty (180) days from the date of
Lessee's notice to Lessor, deliver to the escrow holder the Purchase Price, with
its instructions for the completion of the escrow in accordance with the terms
hereof. If Lessee purchases the leased premises as herein provided, Lessee shall
pay rent and additional rent to the date of its purchase of the leased premises
and the charges covering the escrow fee, recording fee, premium for an owner's
policy of title insurance, Lessor's reasonable attorneys' fees and the cost of
any applicable documentary stamps and any applicable state and local stamp taxes
and other like costs and charges.
Should Lessor have rejected the offer of Lessee to purchase the leased
premises (provided that such rejection shall have been accompanied by the
written consent thereto of the Beneficiary), then this Lease shall terminate at
the expiration of one hundred eighty (180) days after said date of Lessee's
notice to Lessor. In the event of such termination, all parties hereto shall be
discharged from their liability by reason of this Lease and the provisions with
respect to the purchase of the premises herein contained, and this Lease shall
be of no further force or effect, except that any obligations and liabilities
of Lessee, actual or contingent, under this Lease, which arose on or prior to
such termination, shall survive. Lessee shall pay rent and additional rent to
the date of termination and shall vacate and remove its property from the
leased premises by such date of termination, and as of such date proper
adjustment shall be made in respect of taxes and unexpired insurance premiums.
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Should Lessor have accepted the offer of Lessee to purchase the leased
premises, and after such acceptance, and within one hundred fifty (150) days
after said date of Lessee's notice to Lessor, deposits with said escrow holder
such deed, instruments and authorizations as may be necessary to vest such
title in the leased premises in Lessee as hereinabove provided for, then this
Lease shall terminate at the expiration of such one hundred eighty (180) day
period. In the event of such termination, all parties hereto shall be
discharged from their liability by reason of this Lease and the provisions with
respect to the purchase of the premises herein contained, and this Lease shall
be of no further force and effect, except that any obligations and liabilities
of Lessee, actual or contingent, under this Lease, which arose on or prior to
such termination, shall survive. Lessee shall pay rent and additional rent to
the date of termination and shall vacate and remove its property from the
leased premises by such date of termination, and as of such date proper
adjustment shall be made in respect of taxes and unexpired insurance premiums.
Should Lessor have accepted the offer of Lessee to purchase the leased
premises, and after such acceptance, fail, or be unable, within one hundred
fifty (150) days after said date of Lessee's notice to Lessor, to deposit with
said escrow holder such deed, instruments and authorizations as may be
necessary to vest such title to the leased premises in Lessee as is hereinabove
provided for, then this Lease shall terminate at the expiration of one hundred
eighty (180) days after said date of Lessee's notice to Lessor. In the event of
such termination, all parties hereto shall be discharged from their liability
by reason of this Lease and the provisions with respect to the purchase of the
premises herein contained and this Lease shall be of no further force and
effect, except that any obligations and liabilities of Lessee, actual or
contingent, under this Lease, which arose on or prior to such termination,
shall survive. Lessee shall vacate and remove its property from the leased
premises by the date of such termination and as of such date, proper adjustment
shall be made in respect of taxes and expired insurance premiums. In the event
of such termination, Lessee shall (i) pay the rent as determined pursuant to
Article Second hereof and additional rent to the end of such one hundred eighty
(180) day period, and (ii) thereafter to the date of such termination, shall
pay rent at the rate of 8.50% per annum multiplied by Lessor's Cost computed on
the basis of a 360-day year of twelve (12) 30-day months.
In the event this Lease shall terminate pursuant to Articles Eleventh or
Twelfth hereof or this Article Fourteenth, neither Lessee nor any subsidiary or
affiliate of Lessee shall have the right thereafter to use the leased premises,
directly or indirectly, in its business operations.
ARTICLE FIFTEENTH
Bankruptcy
If (i) Lessee should make an assignment for the benefit of creditors or
file any petition or institute any proceedings under the Bankruptcy Act, either
as such Act now exists or under any amendment thereof which may hereafter be
enacted, or under any other act or acts, either as a bankrupt or as an
insolvent, wherein or whereby Lessee seeks to be adjudicated a bankrupt or to
be discharged from any or all of its debts, or to effect a plan of
reorganization, or for any other similar relief, or if a receiver, trustee or
liquidator for all or a substantial part of the business of Lessee should be
appointed by any court upon the petition of Lessee, or (ii) any such petition
or proceedings of the same of similar kind of character be filed or taken
against Lessee and such petition or proceeding should not be set aside or
dismissed within ninety (90) days, or (iii) any receiver, trustee or liquidator
for all or a substantial part of the business of Lessee should be appointed by
any court in any proceeding brought against Lessee and such petition or
proceedings should not be set aside or dismissed or the appointment of said
receiver, trustee or liquidator revoked within ninety (90) days, then, in any
of such events, Lessor may, at Lessor's option, cancel and terminate this Lease
on the giving to Lessee of thirty (30) days' notice in writing and upon the
expiration of the time fixed in such notice this Lease and the term hereof, as
well as all of the right, title and interest of Lessee hereunder, shall expire
in the same manner and with the same force and effect, except as to Lessee's
liability, as if the expiration of the time fixed in such notice of cancellation
and termination were the end of the term herein originally leased.
14
17
In any such event, each of which shall be a default hereunder by Lessee
and a breach of this Lease, Lessor shall immediately and ipso facto,
notwithstanding any other provisions of this Lease to the contrary and without
any notice or other action by Lessor, become entitled to recover from Lessee,
and Lessee shall pay to Lessor, as liquidated damages for such breach, all rent
and other sums payable hereunder due and payable to the date of payment,
together with the damages and in accordance with the provisions set forth in
the second paragraph of Article Tenth of this Lease, all of which are
incorporated herein by reference thereto.
Nothing in this Article Fifteenth contained shall limit or prejudice the
right of Lessor to prove and obtain as liquidated damages in any bankruptcy,
insolvency, receivership, reorganization or dissolution proceeding an amount
equal to the maximum allowed by any statute or rule of law governing such
proceeding and in effect at the time when such damages are to be proved,
whether or not such amount be greater, equal to or less than the amount of the
damages referred to in the preceding paragraph. The termination of this Lease
pursuant to this Article Fifteenth shall not be construed as a waiver by Lessor
of any right to any such damages that may be proved on the rejection or
termination of this Lease through such bankruptcy, insolvency, receivership or
dissolution proceedings on the part of Lessee or its representatives in
interest, the receiver, custodian, trustee or other parties in interest,
through the court having jurisdiction in the proceeding.
ARTICLE SIXTEENTH
Lessee's Option Privileges
Lessor hereby grants to Lessee, the right, at Lessee's option, to extend
the term of this Lease for six (6) separate and additional periods of five (5)
years each after the expiration of the term hereof at an annual rental which
shall be payable in equal monthly instalments, in arrears, and which shall be
equivalent to three per centum (3%) of the aggregate of (a) Lessor's Cost (as
specified in Schedule A hereto) and (b) any payment made by Lessor to Lessee
under Article Sixth hereof, and upon the terms (other than length of term and
monthly rental) herein specified. These options shall be exercised by written
notice given to Lessor or delivered or mailed to Lessor, at the address at
which the rent is then payable, at least eighty (80) days before the expiration
of the original term hereof, or, in the event Lessee has previously exercised
one or more options herein given, such notice shall be given at least eighty
(80) days before the expiration of the option term then in effect. The parties
hereto agree that a new lease need not be executed upon the exercise of any of
these options, but that this Lease will remain in full force and effect,
changed only as to the matters specified in this Article, except that there
shall be no option of further renewal following the expiration of the sixth
renewal term.
ARTICLE SEVENTEENTH
Compliance With Laws
Lessee agrees throughout the preliminary and the original term of this
Lease and any renewal thereof to comply with all laws, ordinances, orders,
rules, regulations and requirements of all governmental authorities having
jurisdiction of the leased premises, including, without limitation, those
requiring structural changes. Lessee may contest the validity of any such laws,
ordinances, orders, rules, regulations and requirements but shall indemnify and
hold Lessor harmless against the consequences of any violation thereof by
Lessee. Upon the written request of Lessor at any time or from time to time,
Lessee will furnish to Lessor copies of all certificates of occupancy and
building permits which it shall have obtained with respect to the leased
premises, and an opinion of its counsel to the effect that all applicable zoning
ordinances and regulations and requirements applicable to the leased premises
have been complied with.
15
18
ARTICLE EIGHTEENTH
Remedies Cumulative
No remedy herein conferred upon or reserved to Lessor or Lessee is
intended to be exclusive of any other remedy herein or by law provided, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.
ARTICLE NINETEENTH
Additional Rent
This is a net lease, it being the intention of the parties hereto that
Lessee shall pay as additional rent, without offset, all costs of maintenance,
taxes and other charges that are assessed or levied against the leased
premises, including without limitation the costs, taxes and charges set forth
in this Lease. All taxes, charges, costs and expenses which Lessee assumes or
agrees to pay hereunder, together with all interest and penalties that may
accrue thereon in the event of Lessee's failure to pay the same as herein
provided, all other damages, costs and expenses which Lessor may suffer or
incur, and any and all other sums which may become due, by reason of any
default of Lessee to comply with the covenants, agreements, terms and
conditions of this Lease on Lessee's part to be performed, and each or any of
them, shall be deemed to be additional rent and in the event of non-payment
Lessor shall have all the rights and remedies herein provided in the case of
non-payment of rent.
ARTICLE TWENTIETH
No Waiver
The failure of Lessor or Lessee to insist upon a strict performance of any
of the agreements, terms, covenants and conditions hereof shall not be deemed
a waiver of any rights or remedies that Lessor or Lessee may have and shall
not be deemed a waiver of any subsequent breach or default in any of such
agreements, terms, covenants and conditions.
ARTICLE TWENTY-FIRST
Definitions
The term "Lessor" as used herein shall mean only the owner or the
mortgagee in possession for the time being of the leased premises so that in the
event of any sale or sales of the leased premises the preceding Lessor shall be
and hereby is entirely freed and relieved of all agreements, covenants and
obligations of Lessor hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest or
between the parties and the purchaser at any such sale that such purchaser has
assumed and agreed to carry out any and all agreements, covenants and
obligations of lessor hereunder.
The term "insurable value" shall mean, with respect to the building
improvements located on the leased premises, the replacement value less
depreciation of such building improvements at the time of loss thereof or
damage thereto by fire or other casualty.
ARTICLE TWENTY-SECOND
Article Headings
The article headings herein contained are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope
or intent of this Lease nor in any way affect the terms and provisions hereof.
16
19
ARTICLE TWENTY-THIRD
SEPARABILITY
If any term or provision of this Lease or any application thereof shall be
invalid or unenforceable, the remainder of this Lease and any other application
of such term or provision shall not be affected thereby.
ARTICLE TWENTY-FOURTH
SUCCESSORS AND ASSIGNS
Each and all of the covenants, terms, agreements and obligations of this
Lease shall extend to and bind and inure to the benefit of the successors
and/or assigns of said parties hereto; herein the singular number includes the
plural and the masculine gender includes the feminine and the neuter.
ARTICLE TWENTY-FIFTH
LESSOR'S INSPECTIONS
Lessor reserves the right to enter upon the leased premises during
business hours at any time to inspect the same or to make such repairs as
Lessor may deem advisable (even though the same may not be required by this
Lease), or for the purpose of exhibiting the same to persons wishing to
purchase the same. Lessor shall not have any duty to make any such inspection
nor shall it incur any liability or obligations for not making any such
inspection. Lessor also reserves the right, at any time within 90 days next
preceding the expiration of the term hereby granted or any renewal thereof,
provided said term has not been extended by Lessee's exercise of the option
privileges contained in Article Seventeenth hereof, to place notices on the
leased premises offering the leased premises "to let" or "for sale," and such
notice or notices shall not be removed by Lessee, or Lessee's agent or
employees.
ARTICLE TWENTY-SIXTH
RELEASE OF LESSOR
Lessor shall not be liable for any failure of water supply or electric
current, gas or heat, or for the injury or damage to person or property, caused
by or resulting from steam, gas, electricity, water, rain or snow, which may
leak or flow from any part of the leased premises, or from the pipes,
appliances or plumbing works of the same, or from the street or subsurface, or
from any other place, or for interference with light or other incorporeal
hereditaments, either by Lessor or otherwise, or caused by operations in
construction of any public or quasi-public work; nor shall Lessor be liable for
any defect in the leased premises or any improvements thereon, or for the act
or acts of Lessor, its agents, servants or employees, or of anyone else, or for
any damage to person or property caused by any other or different reason or
source, unless due to negligence of Lessor, its agents, servants or employees.
ARTICLE TWENTY-SEVENTH
USE OF LEASED PREMISES
The leased premises are leased exclusively for business, commercial,
manufacturing, mercantile or industrial purposes, as distinguished from
residence purposes.
17
20
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Agreement to
be duly executed as of the day and year first above set forth.
LPD SALT LAKE ASSOCIATES,
a Maryland Limited Partnership
as Lessor
By /s/
---------------------------------------
General Partner
SAFEWAY STORES, INCORPORATED
as Lessee
[Seal] By /s/
---------------------------------------
Senior Vice President
Attest:
By /s/
---------------------------------------
Assistant Secretary
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Agreement to
be duly executed as of the day and year first above set forth.
LPD SALT LAKE ASSOCIATES,
a Maryland Limited Partnership
as Lessor
By /s/
---------------------------------------
General Partner
SAFEWAY STORES, INCORPORATED
A Maryland Corporation as Lessee
[Seal] By /s/ XXXXX XXXXXXXXXX
---------------------------------------
Vice President
Attest:
By /s/
---------------------------------------
Assistant Secretary
18
21
SCHEDULE A
A Parcel of land being a portion of Xxx 00, XXXXXXXXXX XXXXXXXXXX XXXX,
XXXXX I, in Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 1 West, Salt Lake City, Salt
Lake County, Utah, as recorded November 20, 1974 as Entry no. 2666380 in the
office of the County Recorder of said County, bounded and described as follows:
Beginning at the Southeast corner of said Lot 11; thence North 89
degrees 50'04" West along the South line of said Lot 11, a distance of
489.0 feet; thence North 0 degrees 09'56" East, a distance of 749.97 feet
to the beginning of a nontangent curve concave Southwesterly, the center of
which bears South 22 degrees 26'14" West, a distance of 449.28 feet; thence
Northwesterly along said curve, through an angle of 8 degrees 22'22", an
arc distance of 65.65 feet, more or less, to a point that is 23.5 feet
perpendicularly distant Southerly from the North line of said Lot 11;
thence South 89 degrees 59' West along a line parallel with said North line
a distance of 109.31 feet; thence North 00 degrees 01' West, a distance of
23.5 feet to the North line of said Lot 11; thence North 89 degrees 59'
East along said North line, a distance of 200 feet to the beginning of a
tangent curve concave Southwesterly having a radius of 459.28 feet; thence
along said curve, being a boundary of said Xxx 00, Xxxxxxxx, Xxxxxxxxxxxxx
and Southerly, through an angle of 90 degrees 10'56", an arc distance of
722.89 feet; thence South 00 degrees 09'56" West along the East boundary of
said Lot 11, a distance of 334.85 feet, more or less, to the point of
beginning.
22
SCHEDULE B
Upon the purchase of the leased premises pursuant to Articles Tenth,
Eleventh, Twelfth or Fourteenth of this Lease, the purchase price payable shall
be an amount equal to the sum of (i) the applicable amount set forth in Column
2 below opposite the period in which the date of purchase occurs (the Initial
Period being the period commencing with and including the first day of the
preliminary term of this Lease and ending on and including May 31, 1978, period
1 being the period commencing with June 1, 1978, and ending on and including
June 30, 1978, and each succeeding period being each following one-month period
of the original term of this Lease), (ii) if such date of purchase is not a date
upon which a payment of rent is due, interest at the rate of 8.50% per annum on
the amount determined as provided in clause (i) above for the period beginning
on the date upon which a payment of rent was due immediately preceding such
date of purchase (or beginning on and including the first day of the preliminary
term of this Lease, if such date of purchase occurs during the preliminary
term) and ending on and including such date of purchase, and (iii) if such
purchase shall occur pursuant to the provisions of Article Fourteenth of this
Lease, the amount, if any, set forth in Column 3 below.
Column 1 Column 2 Column 3 Column 1 Column 2 Column 3
-------- -------- -------- -------- -------- --------
Initial
Period $3,726,000.00 38 $3,569,204.93
1 3,722,389.74 39 3,564,484.04
2 3,718,753.91 40 3,559,729.71
3 3,715,092.32 41 3,554,941.70
4 3,711,404.80 42 3,550,119.78
5 3,707,691.16 43 3,545,263.70
6 3,703,951.21 44 3,540,373.22
7 3,700,184.77 45 3,535,448.10
8 3,696,391.65 46 3,530,488.10
9 3,692,571.66 47 3,525,492.96
10 3,688,724.62 48 3,520,462.44
11 3,684,850.33 49 3,515,396.29
12 3,680,948.59 50 3,510,294.25
13 3,677,019.22 51 3,505,156.07
14 3,673,062.01 52 3,499,981.50
15 3,669,076.77 53 3,494,770.28
16 3,665,063.30 54 3,489,522.14
17 3,661,021.41 55 3,484,236.83
18 3,656,950.88 56 3,478,914.08
19 3,652,851.52 57 3,473,553.63
20 3,648,723.12 58 3,468,155.21
21 3,644,565.48 59 3,462,718.55
22 3,640,378.39 60 3,457,243.38
23 3,636,161.64 61 3,451,729.43
24 3,631,915.02 62 3,446,176.42
25 3,627,638.32 63 3,440,584.08
26 3,623,331.33 64 3,434,952.12
27 3,618,993.83 65 3,429,280.27
28 3,614,625.61 66 3,423,568.25
29 3,610,226.45 67 3,417,815.77
30 3,605,796.13 68 3,412,022.54
31 3,601,334.43 69 3,406,188.27
32 3,596,841.12 70 3,400,312.68
33 3,592,315.98 71 3,394,395.47
34 3,587,758.79 72 3,388,436.34
35 3,583,169.32 73 3,382,435.00
36 3,578,547.34 74 3,376,391.15
37 3,573,892.62 75 3,370,364.49
20
23
Column 1 Column 2 Column 3 Column 1 Column 2 Column 3
-------- -------- -------- -------- -------- --------
76 $3,364,174.72 132 $2,941,682.23 $172,992.44
77 3,358,001.53 133 2,932,516.39 "
78 3,351,784.61 134 2,923,285.62 "
79 3,345,523.66 135 2,913,989.47 "
80 3,339,218.36 136 2,904,627.47 "
81 3,332,868.40 137 2,895,199.15 "
82 3,326,473.46 138 2,885,704.05 "
83 3,320,033.22 139 2,876,141.69 "
84 3,313,547.36 140 2,866,511.60 "
85 3,307,015.56 141 2,856,813.30 "
86 3,300,437.49 142 2,847,046.30 "
87 3,293,812.83 143 2,837,210.12 "
88 3,287,141.24 144 2,827,304.27 159,685.33
89 3,280,422.40 145 2,817,328.25 "
90 3,273,655.97 146 2,807,281.57 "
91 3,266,841.61 147 2,797,163.72 "
92 3,259,978.98 148 2,786,974.20 "
93 3,253,067.74 149 2,776,712.51 "
94 3,246,107.54 150 2,766,378.13 "
95 3,239,093.04 151 2,755,970.55 "
96 3,232,038.89 152 2,745,489.25 "
97 3,224,929.74 153 2,734,933.71 "
98 3,217,770.23 154 2,724,303.40 "
99 3,210,560.01 155 2,713,597.79 "
100 3,203,298.72 156 2,702,816.35 146,378.22
101 3,195,985.99 157 2,691,958.54 "
102 3,188,621.46 158 2,681,023.82 "
103 3,181,204.77 159 2,670,011.65 "
104 3,173,735.54 160 2,658,921.47 "
105 3,166,213.41 161 2,647,752.74 "
106 3,158,637.99 162 2,636,504.90 "
107 3,151,008.92 163 2,625,177.38 "
108 3,143,325.81 164 2,613,769.63 "
109 3,135,588.27 165 2,602,281.07 "
110 3,127,795.93 166 2,590,711.13 "
111 3,119,948.39 167 2,579,059.24 "
112 3,112,045.26 168 2,567,324.82 133,071.11
113 3,104,086.15 169 2,555,507.28 "
114 3,096,070.67 170 2,543,606.03 "
115 3,087,998.41 171 2,531,620.48 "
116 3,079,868.97 172 2,519,550.03 "
117 3,071,681.95 173 2,507,394.08 "
118 3,063,436.94 174 2,495,152.03 "
119 3,055,133.52 175 2,482,823.26 "
120 3,046,771.29 $186,300.00 176 2,470,407.16 "
121 3,038,349.83 " 177 2,457,903.12 "
122 3,029,868.71 " 178 2,445,310.51 "
123 3,021,327.52 " 179 2,432,628.70 "
124 3,012,725.83 " 180 2,419,857.06 119,764.00
125 3,004,063.21 " 181 2,406,994.95 "
126 2,995,339.23 " 182 2,394,041.74 "
127 2,986,553.46 " 183 2,380,996.78 "
128 2,977,705.45 " 184 2,367,859.41 "
129 2,968,794.77 " 185 2,354,628.99 "
130 2,959,820.97 " 186 2,341,304.85 "
131 2,950,783.61 " 187 2,327,886.33 "
24
Column 1 Column 2 Column 3 Column 1 Column 2 Column 3
-------- -------- -------- -------- -------- --------
188 $2,314,372.76 $119,764.00 245 $1,362,747.66 $ 53,228.44
189 2,300,763.47 " 246 1,342,397.70 "
190 2,287,057.78 " 247 1,321,903.59 "
191 2,273,255.01 " 248 1,301,264.31 "
192 2,259,354.47 106,456.89 249 1,280,478.84 "
193 2,245,355.47 " 250 1,259,546.14 "
194 2,231,257.31 " 251 1,238,465.17 "
195 2,217,059.29 " 252 1,217,234.87 39,921.33
196 2,202,760.70 " 253 1,195,854.19 "
197 2,188,360.83 " 254 1,174,322.06 "
198 2,173,858.96 " 255 1,152,637.41 "
199 2,159,254.37 " 256 1,130,799.16 "
200 2,144,546.33 " 257 1,108,806.23 "
201 2,129,734.11 " 258 1,086,657.51 "
202 2,114,816.97 " 259 1,064,351.91 "
203 2,099,794.16 " 260 1,041,888.31 "
204 2,084,664.94 93,149.78 261 1,019,265.59 "
205 2,069,428.56 " 262 996,482.63 "
206 2,054,084.25 " 263 973,538.29 "
207 2,038,631.25 " 264 950,431.43 26,614.22
208 2,023,068.79 " 265 927,160.89 "
209 2,007,396.10 " 266 903,725.52 "
210 1,991,612.40 " 267 880,124.15 "
211 1,975,716.89 " 268 856,355.60 "
212 1,959,708.79 " 269 832,418.69 "
213 1,943,587.30 " 270 808,312.23 "
214 1,927,351.62 " 271 784,035.01 "
215 1,911,000.93 " 272 759,585.83 "
216 1,894,534.43 79,842.67 273 734,963.47 "
217 1,877,951.29 " 274 710,166.70 "
218 1,861,250.68 " 275 685,194.29 "
219 1,844,431.78 " 276 660,044.99 13,307.11
220 1,827,493.75 " 277 634,717.55 "
221 1,810,435.74 " 278 609,210.71 "
222 1,793,256.90 " 279 583,523.19 "
223 1,775,956.38 " 280 557,653.72 "
224 1,758,533.31 " 281 531,601.01 "
225 1,740,986.83 " 282 505,363.76 "
226 1,723,316.06 " 283 478,940.66 "
227 1,705,520.12 " 284 452,330.40 "
228 1,687,598.13 66,535.55 285 425,531.65 "
229 1,669,549.19 " 286 398,543.07 "
230 1,651,372.40 " 287 371,363,32 "
231 1,633,066.86 " 288 343,991.05 000.00
232 1,614,631.66 " 289 316,424.90 "
233 1,596,065.87 " 290 288,663.47 "
234 1,577,368.58 " 291 260,705.41 "
235 1,558,538.85 " 292 232,549.31 "
236 1,539,575.74 " 293 204,193.77 "
237 1,520,478.31 " 294 175,637.38 "
238 1,501,245.60 " 295 146,878.72 "
239 1,481,876.66 " 296 117,916.35 "
240 1,462,370.53 53,228.44 297 88,748.83 "
241 1,442,726.23 " 298 59,374.71 "
242 1,422,942.78 " 299 29,792.52 "
243 1,403,019.20 " 300 0.00 "
244 1,382,954.49 "
22
