LEASE AGREEMENT
THIS LEASE made this 10th day of August, 1989, between CENTRUM G.B. II
CORPORATION, a Florida corporation,
hereinafter referred to as the "Landlord", and PUBLIX SUPER MARKETS, INC., a
Florida corporation, hereinafter referred to as the "Tenant".
W I T N E S S E T H:
PREMISES
SECTION 1. That the Landlord for and in consideration of the covenants,
conditions, agreements and stipulations herein contained, does hereby lease to
Tenant, and Tenant does hereby hire from the Landlord those certain premises
consisting of a storeroom measuring 42,112 square feet as identified by an
outline in red on the Plot Plan attached hereto and made a part hereof and
designated Exhibit "A", in a building to be erected and constructed upon
property situated in the County of Dade, State of Florida, described in
Exhibit "B" which is attached hereto and made a part hereof. In addition,
Tenant shall have the exclusive right to use the area designated "Service Area"
lying adjacent to the demised premises as shown on Exhibit "A". The "shopping
center" (as defined and used herein) is the land, together with the buildings
shown on said Exhibit "A". The portion of said building being leased hereunder
is hereinafter referred to as the "demised premises", and is a portion of a
shopping center to be erected on said lands, which shopping center shall be
designated as Miami Gardens Shops.
TERM
SECTION 2. To have and to hold the said premises, together with all and
singular the improvements and easements thereunto belonging, unto the Tenant for
a period of twenty (20) years, commencing September 1, 1991, and ending at
midnight on August 31, 2011, subject, however, to the premises being fully
completed on or before September 1, 1991, in accordance with the plans and
specifications hereinafter referred to, and which are made a part hereof as
though physically incorporated herein, and which have been initialed by the
parties hereto, and further provided that at least 30 days prior written notice
has been given by the Landlord to the Tenant that the said premises will be
completed and ready for Tenant's occupancy in accordance with said plans and
specifications.
No rental shall accrue hereunder until 30 days after the demised premises
are completed as aforesaid and possession thereof has been delivered to Tenant,
but in any event Tenant shall commence paying rent and this lease shall commence
when Tenant begins doing business on the demised premises.
OPTION PERIODS
SECTION 3. Tenant is given the option, if Tenant is not in default under
the terms of this lease, to renew this lease for four (4) successive five (5)
year periods on the same terms and conditions herein contained, which options
shall be automatically exercised every five (5) years after the end of the
initial term of this lease without further notice to Landlord, unless the Tenant
notifies Landlord in writing of its election not to renew at least six months
prior to the end of the term or any extended
term. Except as otherwise provided in this lease, all the agreements and
conditions in this lease contained shall apply to the period or periods to which
the original term of this lease shall be extended.
RENT
SECTION 4. Tenant shall pay to the Landlord, as rental for the premises,
in lawful money of the United States of America, which shall be legal tender for
all debts and dues, public and private at the time of payment, as follows:
A. The fixed annual minimum rental of TWO HUNDRED SIXTY THREE THOUSAND
TWO HUNDRED AND NO/100 ($263,200.00) DOLLARS payable in equal monthly
installments of TWENTY ONE THOUSAND NINE HUNDRED THIRTY THREE AND 33/100
($21,933.33) DOLLARS each in advance on the first day of each and every
calendar month during the term of this lease. If said term shall commence on a
day other than the first day of a month, then rent shall be prorated for the
balance of the said month on a per diem basis.
B. PERCENTAGE RENT
In addition to the payment of the fixed annual minimum rental
hereinbefore provided, Tenant covenants and agrees to pay to the Landlord as
additional rental for each lease year of the term hereof, on the gross sales as
hereinafter defined, made in such lease year from the business or businesses
conducted on the demised premises, a sum equivalent to:
One (1%) percent of the gross sales in excess of $29,478,400.00
made in each lease year.
C. LEASE YEAR
The term "lease year" as used herein shall mean the twelve-month
calendar period commencing on the January 1st subsequent to Tenant's taking
possession of the demised premises pursuant to the provisions herein, and ending
the following December 31st, and each succeeding calendar year; except that the
first lease year hereunder shall be the period commencing with the date Tenant
takes possession of the demised premises pursuant to the provisions herein
contained and ending the succeeding December 31st, and the last lease year shall
be the period commencing January 1, 2011, and ending August 31, 2011, and
additional rental, if any, shall be apportioned at the rate and on the basis
aforesaid.
X. XXXXX SALES
The term "gross sales" as used is herein defined to mean gross
receipts of Tenant and of all licensees, concessionaires and tenants of Tenant,
from all business conducted upon or from the demised premises, and whether such
business be conducted by Tenant or by any licensees, concessionaires or tenants
of Tenant, and whether such receipts be evidenced by check, credit, charge
account, exchange or otherwise, and shall include, but not be limited to, the
amount received from the sale of goods, wares and merchandise and for services
performed on or at the leased premises, together with the amount of all orders
taken or received at the leased premises, whether such orders be filled from the
leased premises or elsewhere. If any one or more departments or other divisions
of Tenant's business shall be sublet by Tenant or conducted by any persons, firm
or corporation other than Tenant, then there shall be included in gross receipts
for the purpose of fixing the percentage rent payable hereunder all the gross
receipts of such departments or divisions, in the same manner and with the same
effect as if the business or sales of such departments and divisions of Tenant's
business had been conducted by Tenant
-2-
itself. Gross sales shall not include sales of merchandise for which cash has
been refunded, or allowances made on merchandise claimed to be defective or
unsatisfactory, provided they shall have been included in gross receipts; and
there shall be deducted from gross sales the sales price of merchandise returned
by customers for exchange, provided the sales price of the merchandise delivered
to the customer in exchange shall be included in gross sales. Gross sales shall
not include the amount of any sales, use or gross receipts tax imposed by any
federal, state, municipal or governmental authority directly on sales and
collected from customers, provided the amount thereof is added to the selling
price or absorbed therein, and paid by the Tenant to such governmental
authority. Notwithstanding anything contained herein to the contrary, gross
sales shall not include receipts or rentals of any kind or nature from any
banking activities conducted by Tenant or tenants of Tenant upon or from the
demised premises. No franchise or capital stock tax and no income or similar
tax based upon income or profits as such shall be deducted from gross sales in
any event whatever.
E. SALES RECORDS
The Tenant shall throughout the term of this lease, and for and during
any prolongation, extension or renewal thereof, keep a full, true and accurate
account of the entire gross sales of the business or businesses conducted on, in
or from the demised premises. All such transactions shall be registered and
recorded on accurate cash registers, totalling or computing machines, or on
other reasonable sales recording devices, and the items thereof shall be posted
in books and records of account to reveal the true, correct and entire business
conducted in or from the demised premises.
F. PERCENTAGE RENTAL PAYMENTS
Tenant shall submit to the Landlord on or before the 60th day
following the end of each lease year, at the place then fixed for the payment of
rent, a written statement signed by Tenant, and certified to be true and
correct, showing in reasonably accurate detail the amount of gross sales during
the preceding lease year. Simultaneously with the delivery of such annual
certified statement, Tenant shall pay to the Landlord the additional rental, if
any, required to be paid for such preceding lease year.
G. INSPECTION OF RECORDS
The Landlord shall have the right to examine and audit the Tenant's
records and to take notes, extracts and memoranda from the cash register
records, accounts, books, records and other evidence of the gross sales of the
Tenant. Such examination and audit by the Landlord shall be for the sole
purpose of ascertaining the amount of the gross sales made in, on, or from the
demised premises during the preceding lease year. Such audit shall not be made
more often than once during each lease year by the Landlord, or a certified
public accountant selected by the Landlord, and if Landlord wishes to examine
and audit Tenant's records as aforesaid, the Landlord shall notify the Tenant
and proceed with such audit within ninety (90) days thereafter; except that
should Landlord fail to exercise the right to examine and audit the records of
Tenant within ninety (90) days after receipt of the annual certified statement
as hereinbefore provided, then and in that event Landlord shall have no further
right to examine or audit the records of Tenant for said preceding lease year,
and the said certified annual statement made by Tenant for said preceding lease
year shall be final and binding upon Landlord.
-3-
In the event that any such examination of Tenant's records by Landlord discloses
additional percentage rent to be due, then Landlord shall notify Tenant in
writing of the amount of the same and Tenant shall pay such additional
percentage rent to Landlord within thirty (30) days of receipt of Landlord's
notice.
Any such audit or examination by the Landlord shall be at the Landlord's
expense.
Landlord agrees that any and all information furnished, either in the form
of statements of sales delivered by the Tenant, or any information which it
might gather from inspection or audit of Tenant's books, shall be regarded as
confidential, and shall not be divulged or published by the Landlord except to a
mortgagee of the premises or the shopping center, a prospective purchaser of the
premises or the shopping center or the Landlord's insurance carrier.
CONSTRUCTION AND DELIVERY
SECTION 5. Tenant has prepared, at its own expense, detailed plans and
specifications for said storeroom building to be constructed by the Landlord and
covered by the terms of this lease, which said plans and specifications have
been approved by the Landlord and have been initialed by the parties hereto and
made a part hereof, and Landlord agrees that the said premises shall be
constructed in a good and workmanlike manner in accordance therewith, and in
such manner as shall comply with all requirements of lawful authorities. Any
work required as a result of changes to Tenant's plans and/or specifications
requested and/or required by governmental or quasi-governmental authorities
shall be done at Tenant's sole cost and expense.
A. Prior to commencement of construction of the demised premises,
Landlord shall submit to Tenant detailed plans and specifications prepared by a
registered engineer licensed in the State of Florida which shall show all
proposed site work to be constructed in the shopping center of which the demised
premises forms a part, including off-site and on-site utilities, paving and
drainage, and other related matters. Landlord shall also submit to Tenant the
plans and specifications for the facade of the building to be constructed on the
demised premises. Said plans and specifications shall have been prepared by
Landlord in accordance with Tenant's building plans and specifications furnished
to Landlord by Tenant. Landlord agrees that Tenant shall have the right to
approve Landlord's plans and specifications as aforesaid, and further that
Landlord will not commence construction of the demised premises until said plans
are approved by Tenant. The words "commence construction" or "commencement of
construction" as used herein and throughout this lease shall mean the pouring of
concrete footers for the storeroom to be constructed upon the demised premises.
B. The Landlord will as promptly and expeditiously as possible begin
construction of the demised premises and go forward as rapidly as may be
practicable, at Landlord's own cost and expense, with construction thereof for
occupancy by the Tenant on or about September 1, 1991.
C. The demised premises shall be deemed completed and ready for Tenant's
occupancy when the Landlord has substantially performed all of the construction
and installed all equipment pursuant to and as set forth in this Section 5 in
accordance with said plans and specifications.
-4-
D. Possession of the demised premises shall be given to the Tenant on or
about September 1, 1991; provided, however, if the Landlord shall be unable to
complete the storeroom by said date for any reason, the delivery of possession
may be delayed from time to time up to and including March 1, 1992, after which
time Tenant may terminate this lease, upon giving thirty (30) days written
notice to the Landlord of its intention to do so, and upon the giving of said
notice, if the demised premises are not completed within said thirty (30) days
the within lease shall cease, terminate and come to an end, and the parties
hereto shall be released of all obligations hereunder.
E. Should the Landlord fail to commence construction of the storeroom by
December 31, 1990, for any reason, Tenant may terminate this lease, upon giving
notice to the Landlord of its intention to do so, and upon the giving of said
notice, the within lease shall cease, terminate and come to an end, and the
parties hereto shall be released of all obligations hereunder.
F. Should Landlord fail to commence construction of the storeroom by
December 31, 1990, or to complete construction of the storeroom by March 1,
1992, and Tenant does not elect to terminate this lease, Landlord agrees to make
any changes in the storeroom being demised to Tenant in accordance with any
addenda to the plans and specifications that may be delivered to Landlord by
Tenant. The cost of any such changes shall be paid for by Landlord.
G. At Tenant's sole risk, Landlord will afford Tenant reasonable access
to the demised premises prior to the possession date aforesaid for the purpose
of inspecting, measuring and installing or arranging for the installation of
fixtures, but only to the extent that such activity proceeds without interfering
with Landlord's contractors, sub-contractors, and their respective employees.
By giving Tenant access to the demised premises prior to the possession date,
Landlord assumes no responsibility whatsoever for injury to persons entering the
demised premises, or damage to property brought in or upon the demised premises.
By affording such prior access to the Tenant, Landlord shall not be entitled to
any rent, nor shall any rent be accrued by reason of such access.
H. Landlord agrees that upon the commencement date of the term of this
lease, construction of the demised premises and the shopping center and the use
of the shopping center, including the demised premises, for retail stores, and
parking areas in connection therewith, shall be in full compliance with all
laws, ordinances and regulations of public authorities having jurisdiction
(including, without limitation, zoning and building codes). Landlord agrees
that if at any time or times any public authorities having jurisdiction shall
complain that the demised premises or the shopping center shall not have been
constructed in compliance with any law, ordinance or regulation of any public
authority having jurisdiction and shall request compliance, and if failure to
comply shall in any way affect the use of the demised premises by Tenant or
affect any other rights of Tenant under this lease or impose any obligation upon
Tenant, then Landlord shall upon receipt of notice of such complaint cause such
repairs, alterations or other work to be done so as to bring about the
compliance requested. Nothing herein shall prohibit Landlord from contesting
the validity of any such complaint by public authority. If by reason of such
failure of compliance or by reason of such repairs, alterations or other work
done by Landlord, Tenant shall be deprived of the use or enjoyment of the whole
or any material part of the demised premises or the common areas then a
proportionate amount of rent shall xxxxx on a per diem basis in proportion to
said deprivation.
-5-
TENANT'S REPAIRS
SECTION 6. Tenant shall make all repairs and alterations to the property
which Tenant is required to maintain, as hereinafter set forth, which may be
necessary to maintain the same in as good repair and condition as the same are
in on the date of the term of this lease commences or which may be required
by any laws, ordinances or regulations of any public authorities having
jurisdiction,reasonable wear and tear and damage by the casualties and events
described in Section 9 of this lease excepted. Upon the expiration or other
termination of the term of this lease, Tenant shall remove its goods and effects
and those of all persons claiming under it and shall yield up peaceably to
Landlord the demised premises with so much of the same as Tenant is obligated
to maintain pursuant to the provisions of this Section 6 in as good repair and
condition as the same were in on the commencement date, reasonable wear and
tear and damage by the casualties and events described in Section 9 of this
lease excepted. However, notwithstanding anything in this lease contained to
the contrary, Landlord, not Tenant, shall make all repairs and alterations to
the property which Tenant is required to maintain which may be required as the
result of repairs, alterations, other improvements or installations made by
Landlord or Landlord's agents. The property which Tenant is required to
maintain is the interior of the demised premises, including, without limitation,
all glass, windows and doors, and all utilities conduits, fixtures and equipment
within the demised premises serving the demised premises exclusively, but
excluding all property which Landlord is required to maintain as below provided.
Tenant shall also be responsible for the maintenance and repair of the heating,
ventilating and air conditioning systems used in the demised premises including
replacement of the same if deemed necessary in the Tenant's opinion. In
addition, Tenant shall be responsible for maintaining the sprinkler system
inside the demised premises.
LANDLORD'S REPAIRS
SECTION 7. Landlord shall make all repairs and alterations to the property
which Landlord is required to maintain, as hereinafter set forth, which may be
necessary to maintain the same in good repair and condition or which may be
required by any laws, ordinances or regulations of any public authorities having
jurisdiction. The property which Landlord is required to maintain is the
foundation, the roof, the exterior walls, the roof drainage system, the canopy,
the structural parts of the demised premises, and, to the extent located within
or beneath the floors of the demised premises and not readily accessible by
means of removable panels, access doors or the like, all wiring, plumbing,
pipes, conduits and other utilities, and, to the extent not included in the
foregoing, all utilities conduits, fixtures and equipment serving the demised
premises which serve other premises or are located within the shopping center
but outside the demised premises, including, without limitation, slabfloors, but
excluding all glass, windows and doors. With respect to the exterior walls,
Landlord agrees to paint the same not less than once every three years during
the term hereof or extended term upon written notice from Tenant that such work
is needed. Landlord shall make any repairs or alterations that shall be
required at any time during the term of this lease as the result of movement of
the building upon the demised premises such as settling. In addition, Landlord
shall make any repairs to the property Tenant is required to maintain which are
required as a result of a defect in, or failure of repair of, the property
Landlord is required to maintain. Landlord shall maintain the sprinkler system
outside the demised premises including the risers.
-6-
SECTION 6A AND 7A. If any of the repairs required to be made by Tenant
or Landlord, pursuant to the provisions of Sections 6 and 7 of this lease are
made necessary by reason of the negligence or intentional acts of the other,
their agents, servants, employees and invitees, or by reason of alterations
or additions made by the other, such repairs shall be made by the other party
at its own cost and expense.
UTILITIES
SECTION 8. Landlord agrees, in addition to the construction obligations
set forth in Section 5 of this lease, to furnish water, sewer, gas, electric
current, and any other utilities used by Tenant to within five (5) feet of
the demised premises. Landlord shall not take, or permit any occupant of the
shopping center to take, any action which shall interrupt, or interfere with,
any electric, water, sewerage or telephone service to the demised premises.
Tenant agrees to pay and save Landlord harmless and indemnify Landlord from
all charges for utility services consumed in the demised premises between the
delivery date of the premises and the expiration of the term of this lease.
FIRE AND OTHER CASUALTY
SECTION 9. In the event the building on the demised premises is damaged
or destroyed by fire, casualty, or disaster, the Landlord shall promptly
cause the same to be substantially restored to the prior existing condition,
subject to such changes as the Tenant may reasonably require (provided,
however, that such changes will not increase the cost of restoration unless
Tenant agrees to pay for such increased cost); due allowance, however, shall
be made for a reasonable time necessary for the Landlord to adjust the loss
with insurance companies insuring the demised premises at the time of the
happening of the fire, or other casualty, and due allowance is to be made for
delay occasioned by strikes, lockouts, and conditions beyond the control of
the Landlord. In the event of total destruction of the demised premises, and
the Landlord fails to completely restore and rebuild same within one year
after such fire, casualty, or disaster, then and in that event Tenant may, at
its option, elect to terminate and cancel this lease, in which event this
lease shall, upon written notice from the Tenant to the Landlord, be
terminated, and cancelled, and neither party shall thereafter have any
further obligation with respect to the other.
Should the demised premises, or a portion thereof, be rendered
untenantable by reason of damage or destruction thereof by fire, casualty or
disaster during the term of this lease as provided in this section, the rent
shall xxxxx in proportion to the areas of the demised premises rendered
untenantable from the date of the happening of the fire or other casualty or
disaster, up to the date of the restoration of the premises. However, no
rent shall accrue for any portion of the premises unless Tenant is able to
conduct its usual business on that portion of the premises that remain
tenantable. If, at the date of the happening of the fire or other disaster,
the Tenant shall have paid any rent for a period beyond such date, the Tenant
shall be entitled to a proportionate refund.
-7-
It is further agreed that if such damage occurs during the last two (2)
years of the original term or any extended term and the cost of restoration
amounts to more than one-third (1/3) of the replacement value of the
building, as certified to by a reputable, registered architect, Landlord and
Tenant shall each have the right to terminate this lease, on written notice
to the other given thirty (30) days after such occurrence unless the Tenant
shall elect to renew this lease for an additional period of five (5) years.
INDEMNIFICATION
SECTION 10. Tenant shall save Landlord harmless from, and defend and
indemnify Landlord against, any and all injury, loss or damage or claims for
injury, loss or damage, of whatever nature, to any person or property caused
by or resulting from any act, omission or negligence of Tenant or any
subtenant or concessionaire of Tenant or any employee or agent of Tenant or
any subtenant or concessionaire of Tenant. It is a condition of this save
harmless and indemnification that Tenant shall receive written notice of any
claim against Landlord upon Landlord's knowledge of the same.
Landlord shall save Tenant harmless from, and defend and indemnify Tenant
against, any and all injury, loss or damage or claims for injury, loss or
damage, of whatever nature, to any person or property caused by or resulting
from any act, omission or negligence of Landlord or its employees or agents.
It is a condition of this save harmless and indemnification that Landlord
shall receive written notice of any claim against Tenant upon Tenant's
knowledge of the same.
The provisions of this Section 10 shall be subject to the provisions of
Section 18 below.
PEACEFUL POSSESSION
SECTION 11. So long as the Tenant pays the rent and performs all other
obligations on Tenant's part hereunder, Landlord agrees that Landlord will
not permit the disturbance of, nor interference with, the Tenant's peaceful
and quiet possession and enjoyment of the demised premises during the term
herein specified.
ASSIGNMENT
SECTION 12. If this lease be assigned, or the demised premises or any
part thereof be underlet or occupied by anybody other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, undertenant or
occupant and apply the net amount collected to the rent herein reserved, but
no such assignment, underletting, occupancy, or collection shall be deemed a
waiver or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained.
-8-
DEFAULT
SECTION 13. Each of the following shall be deemed a default and a
breach of this lease:
A. (a) The filing of a petition by or against the Tenant for
adjudication as a debtor within the meaning of Chapter 7 or Chapter 13 or other
provisions of the Bankruptcy Act, as now or hereafter amended or supplemented,
or for reorganization or arrangement within the meaning of Chapter 11 of said
Bankruptcy Act, or the filing of any petition by or against the Tenant under
any future bankruptcy act for the same or similar relief;
(b) The dissolution or the commencement of any action or
proceeding for the dissolution or liquidation of the Tenant, whether instituted
by or against the Tenant, or for the appointment of a receiver or trustee of the
property of the Tenant;
(c) The taking possession of the property of the Tenant by any
governmental officer or agency pursuant to statutory authority for the
dissolution, rehabilitation, reorganization or liquidation of the Tenant;
(d) The making by the Tenant of any assignment for the benefit
of creditors;
(e) If either "(a)", "(b)" or "(c)" above shall be involuntary
on the part of the Tenant, the event in question shall not be deemed a default
within the meaning of this lease if dismissed or vacated by the Tenant within
sixty (60) days thereof;
B. (a) A failure by the Tenant to pay the rent herein reserved, or
additional rent, or any part thereof, for a period of fifteen (15) days after
notice;
(b) Failure in the performance of any other covenant or
condition of this lease on the part of the Landlord or Tenant to be performed
for a period of thirty (30) days after written notice thereof.
For the purpose of subdivision "B.(b)" hereof, no failure on the part of
the Landlord or Tenant in the performance of work required to be performed or
acts to be done or conditions to be modified shall be deemed to exist if
steps shall, in good faith, have been commenced promptly by the Landlord or
Tenant to rectify the same, and shall be prosecuted to completion with
diligence and continuity. If the matter in question shall involve building
construction, and if the Landlord or Tenant shall be subject to unavoidable
delay, either by reason of governmental regulations restricting the
availability of labor or materials, or by strikes or other labor troubles, or
by reason of conditions beyond the control of the Landlord or Tenant, the
Landlord or Tenant's time to perform under this subdivision "B.(b)" shall be
extended for a period commensurate with such delay.
In the event of any such default of the Tenant, the Landlord may serve a
written notice upon the Tenant that the Landlord elects to terminate this
lease upon a specified date not less than thirty days after the date of the
service of such notice, except in the case of a default under subdivision
"B.(a)" hereof for nonpayment of rent, in which event such date shall be not
less than five days after the expiration of any fifteen day notice given
under said subdivision "B.(a)", and this lease shall then expire on the date
so specified as if that date had been originally fixed as the expiration date
of the term herein granted.
-9-
In the event this lease shall be terminated as hereinbefore provided, or
by summary proceedings or otherwise, the Landlord or its agents, servants,
or representatives may immediately or at any time thereafter re-enter and
resume possession of said premises or such part thereof, and remove all
persons and property therefrom, either by summary disposition proceedings or
by a suitable action or proceeding at law, or by force or otherwise, without
being liable for any damages therefor. No re-entry by the Landlord shall be
deemed an acceptance of a surrender of this lease.
In the event this lease shall be terminated as hereinbefore provided, or
by summary proceedings or otherwise, the Landlord may in its own behalf relet
the whole or any portion of said premises for any period equal to, greater or
lesser than the remainder of the term, for any sum suitable and satisfactory,
and for any use and purpose which it may deem appropriate, and in connection
with any such lease the Landlord may make such changes in the character of
the improvements on the premises and may grant concessions or free rent as
the Landlord may determine to be appropriate or helpful in effecting such
lease.
RENT UNDER DEFAULT
SECTION 14. In the effect this lease be terminated, and whether or not
the premises be relet, the Landlord shall be entitled to recover from the
Tenant, and the Tenant shall pay to the Landlord, in addition to any other
damages becoming due hereunder, the following:
An amount equal to the amount of all rents and additional rent reserved
under this lease, plus any sales and use tax and other charges due hereunder,
less the net rent, if any, collected by the Landlord on reletting the demised
premises, which shall be due and payable by the Tenant to the Landlord on the
several days on which the rent and additional rent reserved in this lease
would have become due and payable; that is to say, upon each of such days the
Tenant shall pay to the Landlord the amount of deficiency then existing. Such
net rent collected on reletting by the Landlord shall be computed by
deducting from the gross rents collected all expenses incurred by the
Landlord in connection with the reletting of the premises or any portion
thereof, including brokers' commissions and the cost of repairing, renovating
or remodeling said premises. However, the expenses to be deducted in
computing the net rent collected on reletting shall not include the cost of
performing any covenant contained herein required to be performed by Landlord.
ENTRY OF LANDLORD
SECTION 15. The Landlord may, at reasonable times during the term of
this lease, enter to inspect the premises, or to make any alterations or
repairs to the demised premises that may be necessary for its safety or
preservation, and may show the premises and building to others, and at any
time within six months immediately preceding the expiration of said term may
affix to any suitable part of said premises a notice for letting or selling
the premises or building and cause the said notice to remain affixed without
hinderance or molestation. Said notice shall not be placed on the show
windows or entrance of the demised premises.
-10-
SELF-HELP
SECTION 16. If Tenant shall default in the performance or observance of
any agreement or condition in this lease contained on its part to be
performed or observed other than an obligation to pay money, and shall not
cure such default within thirty days after notice from Landlord specifying
the default (or shall not within said thirty-day period commence to cure such
default and thereafter prosecute the curing of such default to completion
with due diligence), Landlord may, at its option, without waiving any claim
for damages for breach of agreement, at any time thereafter cure such default
for the account of Tenant, and any amount paid or any contractual liability
incurred by Landlord in so doing shall be deemed paid or incurred for the
account of Tenant, and Tenant agrees to reimburse Landlord therefor or save
Landlord harmless therefrom; provided that Landlord may cure any such default
as aforesaid prior to the expiration of said thirty-day period but after
notice to Tenant, if the curing of such default prior to the expiration of
said thirty-day period is reasonably necessary to protect the real estate or
the improvements thereto, or Landlord's interest therein, or to prevent
injury or damage to persons or property. If Tenant shall fail to reimburse
Landlord upon demand for any amount paid for the account of Tenant hereunder,
said amount shall be added to and become due as part of the next payment of
rent due hereunder.
If Landlord shall default in the performance or observance of any
agreement or condition in this lease contained on its part to be performed or
observed, and if Landlord shall not cure such default within thirty days after
receipt of written notice from Tenant specifying the default, (or shall not
within said thirty-day period commence to cure such default and thereafter
prosecute the curing of such default to completion with due diligence), Tenant
may, at its option, without waiving any claim for damages for breach or
agreement, at any time thereafter cure such default for the account of Landlord,
and any amount paid or any contractual liability incurred by Tenant in so doing
shall be deemed paid or incurred for the account of Landlord and Landlord agrees
to reimburse Tenant therefor or save Tenant harmless therefrom; provided that
Tenant may cure any such default as aforesaid prior to the expiration of said
thirty-day period, but after said notice to Landlord, if the curing of such
default prior to the expiration of said thirty-day period is reasonably
necessary to protect the real estate or Tenant's interest therein or to prevent
injury or damage to persons or property or to permit Tenant to conduct its usual
business operations in the demised premises. If Landlord shall fail to
reimburse Tenant upon demand for any amount paid for the account of Landlord
hereunder, said amount may be deducted by Tenant from the next or any succeeding
payment of rent due hereunder or any other amounts due from Tenant to Landlord.
INSURANCE
SECTION 17. A. The Tenant will, during the term of this lease, and
any extensions and renewals hereof, indemnify the Landlord and hold it harmless
against all claims, demands, and judgments for loss, damage or injury to
property or person resulting or occurring by reason of Tenant's use and
occupancy of the demised premises. Tenant agrees that, at its own cost and
expense, it shall procure and continue in force, in the names of the
-11-
Landlord and Tenant, general liability insurance against any and all claims
for injuries to persons or property occurring in, upon or about the demised
premises, including all damage from signs, glass, awnings, fixtures or other
appurtenances, now or hereafter installed upon the demised premises, during
the term of this lease, such insurance at all times to be in an amount not
less than One Million ($1,000,000.00) Dollars combined single limit. Such
insurance shall be written in a company or companies authorized to engage in
the business of general liability insurance in the State of Florida, and
there shall be delivered to the Landlord, upon request, customary
certificates evidencing such paid-up insurance, which certificates are to be
issued by the insurance companies, and shall provide that the coverage cannot
be terminated or modified without 20 days notice to Landlord. In the
alternative, Tenant may at any time during the term of this lease elect not
to procure such general public liability insurance provided that at the time
of such election the aggregate net worth of Tenant and business organizations
affiliated with Tenant (as determined by generally accepted accounting
principals) is not less than $250,000,000.00. If and when Tenant shall elect
not to procure such insurance as aforesaid, then in such event Tenant shall
give notice thereof to Landlord, which notice shall certify that Tenant's net
worth is not less than $250,000,000.00. Upon the giving of said notice by
Tenant, the Tenant's obligation to carry such insurance shall cease.
B. Tenant covenants to keep in good order and repair the plate glass in
the demised premises, and replace all broken glass with glass of the same
size and quality as that broken. Should damage or breakage occur due to fire
or windstorm, or due to the fault or negligence or neglect of the Landlord,
the responsibility for replacement shall be that of the Landlord.
C. Unless Tenant shall elect not to procure general public liability
insurance as provided in Section 17 A. above, the certificates of insurance to
be provided by the Tenant upon request shall show coverage for a period of not
less than one year, it being understood and agreed that fifteen days prior to
the expiration of any policy of insurance the Tenant will deliver to the
Landlord a renewal or new policy to take the place of the policy expiring.
D. With respect to the insurance coverage above mentioned, should
the Tenant desire to carry such coverages so as to apply to the demised
premises, together with other property owned or controlled by the Tenant and/or
affiliated companies, customary and proper certificates of the insurance carrier
in each instance as to such insurance coverage delivered to the Landlord, upon
request, shall be deemed compliance with the Tenant's obligations under this
section, as to both original coverage and renewals, provided that such
certificates shall show that the parties insured are the Tenant and the Landlord
and said certificates provide that the insurance company cannot terminate or in
any way modify the described coverage without first giving Landlord thirty
(30) days prior written notice of its intent to do so.
WAIVER OF SUBROGATION
SECTION 18. Each of Landlord and Tenant hereby releases the other to
the extent of its insurance coverage, from any and all liability for any loss or
damage caused by fire or any of the extended coverage casualties or any other
casualty insured against, even if such fire or other casualty shall be brought
about by the fault or negligence of the other party, or any persons claiming
under such other party, provided, however, this release shall be in force and
effect only with respect to loss or damage occurring
-12-
during such time as the releasor's policies of fire and extended coverage
insurance shall contain a clause to the effect that this release shall not
affect such policies or the right of the releasor to recover thereunder. Each
of Landlord and Tenant agrees that its fire and extended coverage insurance
policies shall include such a clause so long as the same is obtainable and is
includible without extra cost, or if such extra cost is chargeable therefor, so
long as the other party pays such extra cost. If extra cost is chargeable
therefor, each party will advise the other thereof and of the amount thereof,
and the other party, at its election, may pay the same but shall not be
obligated to do so.
Except as provided above, nothing in this lease contained shall be deemed
to release either party hereto from liability for damages resulting from the
fault or negligence of said party or its agents.
COMMON AREAS
SECTION 19. A. The areas of the shopping center shown on the plot plan
designated Exhibit "A" as parking areas shall at all times be maintained as
Parking Areas. The expression "Parking Areas" means parking spaces and
driveways and footways and includes the areas shown as parking areas on the
plot plan plus such other areas as Landlord shall from time to time designate
as Parking Areas. The area marked "SERVICE" upon the plot plan, excepting
reasonable areas adjacent to service doors, shall be maintained during the
term hereof as service roads and areas (the "Service Areas"). The Parking
Areas, the Service Areas, the sidewalks, the pedestrian ramps, and the
entrances and exits of the shopping center are herein called "the Common
Areas". The Common Areas plus the lighting system and the drainage system
servicing the Common Areas, plus all directional signs, plus any pylon signs,
plus any landscaped areas within the shopping center plus any other common
facilities in the shopping center are called "the Common Facilities".
Subject to Section 37 Landlord agrees that at all times there will be free
and uninterrupted access (i) for motor vehicles between each of the public
streets adjacent to the shopping center and the Parking Areas and the service
doors of the demised premises, and (ii) for pedestrians between the Parking
Areas and the demised premises. The parking spaces, driveways and footways
in the Common Areas, the entrances and exits of the Common Areas, the
lighting system servicing the Common Areas and the traffic flow pattern of
the Common Areas shall not be changed from the layout thereof shown upon the
plot plan, without the consent of Tenant in writing. If any highway median
strip crossover now existing near the shopping center shall be relocated, or
if the installation of a highway median strip hereafter shall include a
cross-over near the shopping center, then Landlord shall, subject to Tenant's
approval, use its best efforts to make such relocation of the entrances,
exits and driveways of the shopping center and such changes in the traffic
flow pattern of the shopping center as shall be reasonably necessary,
practical and safe to conform the same to the new median strip cross-over if
permitted by public authorities having jurisdiction. Landlord agrees that the
Parking Areas within the shopping center will always contain at least four
and seven tenths (4.7) parking spaces for so-called standard size American
automobiles, and driveways and footways incidental thereto, for each one
thousand (1,000) square feet of floor area in the shopping center. All such
parking spaces in the shopping center shall be no less than ten feet in width.
If any Parking Areas, Service Areas, Common Areas, Common Facilities or any
part or parts thereof shall be modified, changed or altered by or as a result of
demand from any state, county, local or other governmental authority or public
utility beyond
-13-
the control of Landlord, then it is understood that such modification, change or
alteration shall not constitute a breach of any agreements or covenants referred
to in the Lease. This provision does not apply to condemnation.
B. Landlord shall prohibit: 1) the placing of any buildings on the
Parking Areas except as noted on Exhibit "A", 2) the placing of any sign or
structure of any nature on the Parking Areas that would prevent clear visibility
from the highways, streets, or roads adjoining the shopping center to the
demised premises, 3) the conduct of any business on the Parking Areas, or 4) the
operation of any carnival or other entertainment on said Parking Areas.
Landlord agrees that the Parking Areas will be ground level only and Landlord
shall make no charge of any kind for use of the Parking Areas or any additions
thereto.
C. Tenant and all persons having business with Tenant shall have the
right to use, in common with all other occupants of the shopping center and all
persons having business with such other occupants, without charge, all Common
Areas and Common Facilities of the shopping center. Tenant shall have the right
to use, from time to time, the sidewalks adjacent to the demised premises for
sales purposes. Such sales, for the purposes of Section 4 of this lease, shall
be deemed sales made in the demised premises. Tenant shall keep such sidewalks
reasonably clean and neat while so used and upon completion of each such use.
Maintenance of the sidewalks shall be Landlord's responsibility except as stated
herein, and further except that Tenant shall maintain that portion of the
sidewalk which is within Tenant's enclosed vestibule.
D. Landlord, at all times, shall keep in good repair and condition the
Pylon Signs and all Common Areas of the shopping center and all directional
signs therein and all other Common Facilities, shall keep the Common Areas
suitably paved and marked for parking and traffic flow, shall keep all Common
Areas and other Common Facilities free of refuse and obstruction to the extent
required by the business operations of the stores within the shopping center,
shall keep the Common Areas and other Common Facilities properly drained, and
shall keep the Pylon Signs and the Common Areas, the entrance and exit signs,
and other Common Facilities adequately lighted during all times when the demised
premises shall be open for business and for a reasonable time thereafter.
Landlord shall repair any damage to Common Areas as the result of settling.
E. Landlord further agrees for itself, its successors, assigns and for
any subsidiary or controlling corporation, that it will not, without the consent
of Tenant in each instance, erect store premises or building improvements on any
parcels of land adjoining or adjacent to the Shopping Center.
F. If in Tenant's opinion, default shall be made by Landlord in
compliance with any of the agreements and covenants referred to in this
Section 19 for a period of twenty (20) days after notice from Tenant to Landlord
specifying the item or items in default, and Landlord fails to proceed within
said twenty (20) day period to cure the same and thereafter to prosecute the
curing of such default with due diligence, then and in any such event Tenant
shall have the right to take whatever steps are necessary in Tenant's opinion to
cure the default, including the right to remove any buildings, persons and/or
property from the Parking Areas, either with or without court action, and the
costs of any steps taken by Tenant shall be payable by Landlord to Tenant upon
demand. In addition, Tenant shall be entitled to: 1) damages caused by non-
compliance, 2) xxxxx rent in full during any period of non-compliance, and 3)
enforcement of rights by
-14-
civil action, including injunctive relief. Any rights taken hereunder by Tenant
shall be in addition to every other right or remedy provided in this lease or
existing at law or in equity or by statute or otherwise.
F. In addition to the rental herein called for, Tenant agrees to pay to
Landlord a sum equal to seventy-five (75 CENTS) cents per year for each square
foot of floor space contained in the demised premises for maintenance of the
common areas of the said shopping center.
COMMON AREA INSURANCE
SECTION 20. Landlord shall maintain with respect to the Common Facilities
throughout the term of this lease a policy or policies of public liability
insurance in amounts of not less than Five Hundred Thousand Dollars ($500,000)
with respect to injuries to any one person and not less than One Million Dollars
($1,000,000) with respect to injuries suffered in any one accident and not less
than One Hundred Thousand Dollars ($100,000) with respect to damage to property,
such policies of insurance to name Tenant as an additional insured thereunder
and be issued for periods of not less than one (1) year by responsible insurance
companies well rated by national rating organizations and authorized to do
business in the state in which the demised premises are located. Landlord shall
deliver such policies to Tenant at least fifteen (15) days prior to the
Commencement Date, and each renewal policy at least ten (10) days prior to the
expiration of the policy it renews. In lieu of delivering any policy of
insurance to Tenant, Landlord may deliver to Tenant a certificate of the company
issuing such policy. All such insurance policies shall provide that such
policies shall not be cancelled without at least ten (10) days prior written
notice to Tenant.
Landlord shall indemnify Tenant and hold harmless Tenant, its employees and
agents from and against all claim, liability, loss or expense for property
damage or bodily injury arising out of or in connection with occurrences on the
Common Areas and on sidewalks adjacent to the demised premises. The liability
of Landlord to indemnify Tenant, as hereinabove set forth, shall not extend to
any matter against which Tenant shall be effectively protected by insurance,
provided, however, that if any such liability shall exceed the amount of the
effective and collectible insurance in question, the said liability of Landlord
shall apply to such excess.
OUTPARCEL RESTRICTIONS
SECTION 21. Landlord covenants and agrees that any outparcels in or
adjacent to the shopping center which are shown on Exhibit "A" attached hereto
and made a part hereof (whether included in or excluded from the legal
description of the shopping center) and further which have designated thereon a
maximum building size, shall be held, used, occupied and transferred subject to
the maximum building size restriction set forth thereon and shall also be
subject to the exclusive use restrictions set forth in Section 26 of this lease,
which shall be a covenant running with the land as to said outparcels. Landlord
will at all times enforce said restrictions in the event there is a breach or
attempted breach thereof. A default by Landlord to enforce said restrictions
shall constitute a default by Landlord under the terms of this lease. Tenant,
at its option, may also enforce said restrictions. Notwithstanding the
foregoing, Tenant agrees that any of said
-15
outparcels may be sold, leased, occupied or used by a major oil company as a
combination gasoline and food convenience store provided that the total number
of square feet devoted by such owner, tenant, occupant or user to the display
and sale of food or food products does not exceed a total of 1,000 square feet
of floor space. A default by Landlord as to this covenant shall constitute a
default as provided in this section.
SIGNS
SECTION 22. Landlord agrees that Tenant shall have the right, at its own
cost and expense, to erect and maintain signs advertising its business on the
exterior of the demised premises, provided said signs are erected and maintained
in compliance with the requirements of all governmental departments having
jurisdiction over the demised premises. Nevertheless, Tenant covenants that any
signs erected by it shall be of such a type and nature so as to not detract from
the sightly appearance of the shopping center as a whole.
UNLAWFUL USE PROHIBITED
SECTION 23. The Tenant will not permit the demised premises to be used for
any unlawful purpose, or in any way that will injure the reputation of the same
or of the building of which the demised premises form a part, or disturb the
adjoining tenants.
NOTICES
SECTION 24. The checks for rental accruing hereunder shall be forwarded to
the Landlord in care of Centrum Development Corp., Xxx Xxxxxxx Xxxxx, 0 X.X.
000xx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx Xxxxxxx 00000 until Tenant is notified
otherwise in writing; all notices given to the Landlord hereunder shall be
forwarded to the Landlord in care of Centrum Development Corp., One Centrum
Plaza, 0 X.X. 000xx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, XX 00000 by certified or
registered mail, return receipt requested, until Tenant is notified otherwise in
writing; and all notices given to the Tenant hereunder shall be forwarded to
Tenant in care of P. 0. Xxx 000, Xxxxxxxx, Xxxxxxx 00000, by certified or
registered mail, return receipt requested, until Landlord is notified otherwise
in writing.
Landlord and Tenant agree that in the event of an alleged default by Tenant
under the terms of this lease, any mortgagee of the shopping center of which the
demised premises forms a part may elect to give notice to Tenant specifying the
default, and such notice shall have the same effect under this lease as notice
from Landlord. Any conflicting notice given by such mortgagee shall supercede
any notice given by the Landlord.
INDUCEMENT CLAUSE
SECTION 25. The Landlord covenants and agrees that it has induced Tenant
to execute and deliver this lease by Landlord's representation that prior to
construction of the demised premises the following tenants will enter into a
noncancellable lease, except for default, condemnation or other causes for which
a lease would normally be cancelled, in said shopping center, in the location
and of the general size and area as shown on Exhibit "A" hereto attached and
made a part hereof, for the number of years set forth below, to-wit:
Tenant Number of Years
------------------------- --------------------------
Drug Store - 9,000 sq. ft. twenty (20) years
minimum
-16-
Anything to the contrary notwithstanding, should Landlord fail to erect for and
deliver store space to the aforementioned tenants, on or before occupancy by
Tenant, then Tenant shall have further right, at its option, to cancel this
lease.
A. The Landlord agrees that at the time Landlord delivers possession of
the demised premises or simultaneously therewith, Landlord will deliver to the
tenants referred to above in this section possession of premises as shown on
Exhibit "A". Landlord further agrees that the premises occupied by such tenants
in this shopping center shall at all times be located as shown on said Exhibit
"A".
EXCLUSIVE USE
SECTION 26. Provided Tenant is operating a supermarket at the demised
premises, Landlord covenants that Tenant shall have the exclusive right,
during the term of this lease and during the term of any extension or renewal
thereof, to operate a retail type grocery supermarket, bakery, delicatessen
and fish market in said shopping center, and leases entered into with other
tenants in said shopping center will prohibit such other tenants from selling
at retail items of food for consumption off the premises.
Should any other tenant in said shopping center violate the foregoing
provision to be inserted in its lease, Landlord will promptly and expeditiously
as possible, after notice, take any and all steps necessary to prevent such
violations.
Notwithstanding anything contained herein to the contrary, this exclusive
shall not apply to other stores in the shopping center which might sell food
prepared on the premises for consumption off the premises, nor shall this
exclusive apply to an ice-cream parlor, candy store, fruit shipper, restaurants
(other than a delicatessen), "fast food" restaurants nor to any other tenant
whose sale of food for consumption off the premises is incidental to its main
business. In addition, this exclusive shall not apply to a health food store,
nor to beer and wine sold by a liquor store.
As provided in Section 21 of this lease, any outparcels in or adjacent to
the shopping center which are shown on Exhibit "A" attached hereto and made a
part hereof (whether included or excluded from the legal description of the
shopping center) shall be subject to the provisions of this Section 26, and no
such outparcels may be sold, leased, occupied or used for purposes which would
violate the exclusive rights granted to Tenant herein.
EXCLUSIVE CLAUSES IN OTHER LEASES
SECTION 27. Landlord covenants and agrees that any exclusive use clauses
which may be contained in leases with other tenants in the shopping center of
which the demised premises forms a part will expressly provide that such
exclusive use clauses or exclusive right of sale clauses shall not be applicable
to the premises leased to Tenant herein provided Tenant is operating a
supermarket in the demised premises. Landlord shall save Tenant harmless from,
and indemnify Tenant against, any and all actions, damage, or claims, costs
and expenses, of any kind or nature, by reason of violation by Tenant of any
exclusive clause or exclusive right of sale clause contained in the lease of
another tenant or tenants in the shopping center.
-17-
WATER DAMAGE
SECTION 28. Landlord shall not be liable for any damages done or
occasioned by or from plumbing, gas, water, steam or other pipes, or sewage or
the bursting, leaking or running of any cistern, tank, washstand, water closet,
or waste pipe in, above, upon or about said premises, nor for any damage arising
from acts of negligence of co-tenants or other occupants of the same building,
or any owners or occupants of adjoining or contiguous property. Landlord shall
make all repairs to the interior of the premises caused by water leaking or
running through the roof or seepage through outside walls, unless same is due to
the acts or omissions of Tenant or any of its employees, agents or
representatives or anyone engaged or hired by the Tenant to do work on or about
the demised premises. The Landlord's obligation to make said repairs is
expressly conditioned upon receipt of written notice of any leaks upon Tenant's
knowledge of same.
LANDLORD'S TITLE
SECTION 29. Landlord covenants and warrants that it is the owner of the
shopping center and has the full and unrestricted right to execute this lease
and lease the demised premises to Tenant. Landlord further covenants that there
are no restrictive covenants, zoning ordinances or other regulations which will
prevent Tenant from conducting its usual business in the demised premises, and
that the demised premises are free from liens, leases, encumbrances or defects
in title affecting the demised premises or any rights granted Tenant in this
lease other than those set forth in Exhibit "C" which is attached hereto and
made a part hereof.
TITLE TRANSFER
SECTION 30. It is understood and agreed that in the event of any change in
or transfer of title of the Landlord in or to the demised premises, or any part
thereof, whether voluntary or involuntary, or by the act of the Landlord or by
operation of law, the Tenant shall be under no obligation to pay rents
thereafter accruing to the transferee until notified in writing of such change
in title and being given satisfactory proof thereof, and the withholding of such
rents in the meantime shall not be deemed a default on the part of the Tenant.
LANDSCAPING
SECTION 31. Landlord agrees to landscape the shopping center of which the
demised premises forms a part in accordance with the landscaping plans shown on
Exhibit "A" Landlord further agrees to install an adequate irrigation system to
irrigate the landscaped areas shown on the landscaping plans, and Landlord
agrees to maintain the landscaping and irrigation system throughout the term of
this lease and any renewals thereof.
SALES TAX
SECTION 32. Tenant agrees to pay any Florida sales and use tax levied upon
the rent payable by Tenant under this lease. Tenant shall defend, indemnify and
hold Landlord harmless from any and all liability resulting from Tenant's
failure to comply, in a timely fashion, with the preceding sentence.
-00-
XXXXX
XXXXXXX 33. A. If any mechanic's or other liens, or order for the
payment of money, shall be filed against the demised premises, or any
building or improvements thereon, by reason of change or alteration or
addition made or alleged to have been made by or for the Tenant, or the cost
or expense thereof, or any contract relating thereto, the Tenant shall cause
the same to be cancelled and discharged of record, by bond or otherwise, at
the election and expense of the Tenant, and shall also defend on behalf of
the Landlord, at the Tenant's sole cost and expense, any action, suit or
proceeding which may be brought thereon for the enforcement of such lien,
liens or orders, and the Tenant will pay any damage and satisfactorily
discharge any judgement entered therein, and save harmless the Landlord from
any claim, attorney fees or damage therefrom.
B. If any mechanic's or other liens, or order for payment of money shall
be filed against the demised premises, or on any building or improvements
thereon, for any of the reasons provided in this section, and shall not be
removed by the Tenant within thirty (30) days after notice given by the
Landlord, the Landlord shall have the right to remove same by payment or
otherwise, and all sums expended by the Landlord for such removal, including
counsel fees, shall be paid by the Tenant unto the Landlord upon demand, and
shall be deemed to be additional rent due under this lease.
C. All persons doing work for or furnishing labor or materials to the
demised premises on the order of or on behalf of the Tenant shall look solely
to the Tenant's interest in the demised premises and shall have no lien
rights against Landlord's interest in the demised premises.
TRADE FIXTURES
SECTION 34. All trade fixtures and equipment owned by Tenant, and
installed or placed by it upon the demised premises, may be removed by the
Tenant at any time during the term, or upon the expiration thereof. Tenant
agrees to repair any damage to the building occasioned by the removal of such
trade fixtures. Upon request of the Tenant, Landlord shall execute and deliver
any real estate consent or waiver forms reasonably acceptable to Landlord and
Landlord's mortgagee submitted by any unaffiliated third party, vendors,
lessors, chattel mortgagees, lending institutions, or holders of any security
interest in, or owners of, any trade fixtures, machinery, equipment, furniture
or other personal property kept or installed on the demised premises by Tenant,
setting forth the fact that the Landlord waives, in favor of such submitting
party, any lien or security interest (whether by agreement, statute or
otherwise) it may have in the property covered by such consent or waiver form
and further waives all rights of distress and of levy for rent with respect to
the property covered by such consent or waiver form in the event of default by
Tenant in the lease. Tenant hereby releases and holds Landlord harmless and
shall indemnify Landlord from any claims or costs resulting from Landlord
allowing access to the demised premises or allowing removal of any property of
Tenant relating to any such consents or waivers submitted to Landlord. Landlord
shall further acknowledge that the property covered by such consent or waiver
forms is personal property and is not to become a part of the realty no matter
how affixed thereto and that such property may be removed from the demised
premises by the vendor, lessor, chattel mortgagee, lending institution, or
holder or owner at any time upon default by the Tenant in the terms of such
chattel mortgage or other similar documents, free and clear of any claims or
lien of the Landlord herein, provided that the
-19-
remover thereof agrees to be liable for and indemnifies Landlord from any
damages or costs incurred in connection with such removal.
COST AND EXPENSE
SECTION 35. Wherever in this lease provision is made for the doing of any
act by any person it is understood and agreed that such act shall be done by
such person at its own cost and expense unless a contrary intent is expressed.
SUCCESSORS
SECTION 36. It is agreed that the respective rights and obligations
hereunder shall inure to, and be binding upon, the respective heirs,
distributees, devisees, legal and personal representatives, assigns, grantees
and successors in interest of the Landlord, and shall inure to, and be binding
upon the permitted assigns and successors in interest of the Tenant.
DELAYS
SECTION 37. In any case where either party hereto is required to do any
act (other than make a payment of money) delays caused by or resulting from Act
of God, war, civil commotion, fire or other casualty, labor difficulties,
general shortages of labor, materials or equipment, government regulations or
other causes beyond such party's reasonable control shall not be counted in
determining the time when the performance of such act must be completed, whether
such time be designated by a fixed time, a fixed period of time or "a reasonable
time". In any case where work is to be paid for out of insurance proceeds or
condemnation awards, due allowance shall be made, both to the party required to
perform such work and to the party required to make such payment, for delays in
the collection of such proceeds and awards. The provisions of this Section 37
shall not apply to the dates set forth in Sections 2 and 5.
HOLDING OVER
SECTION 38. If Tenant or any person claiming under Tenant shall remain in
possession of the demised premises or any part thereof after the expiration of
the term of this lease without any agreement in writing between Landlord and
Tenant with respect thereto, prior to acceptance of rent by Landlord the person
remaining in possession shall be deemed a tenant at sufferance and after
acceptance of rent by Landlord the person remaining in possession shall be
deemed a tenant from month to month, subject to the provisions of this lease
insofar as the same may be made applicable to a tenancy from month to month.
DISPUTES
SECTION 39. It is agreed that if at any time a dispute shall arise as to
any amount or sum of money to be paid by one party to the other party under the
provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest", such payment not
being regarded as a voluntary payment and there shall survive the right on the
part of said party to institute suit for recovery of such sum and if it shall be
adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this lease; and if at any time a dispute shall arise between the parties hereto
as to any work to be performed by either of them under the provisions hereof,
the party against
-20-
whom the obligation to perform the work is asserted may perform such work and
pay the cost thereof "under protest" and the performance of such work shall in
no event be regarded as a voluntary performance, and there shall survive the
right on the part of said party to institute suit for the recovery of the cost
of such work, and if it shall be adjudged that there was no legal obligation on
the part of said party to perform the same or any part thereof, said party shall
be entitled to recover the cost of such work or the cost of so much thereof as
said party was not legally required to perform under the provisions of this
lease.
CAPTIONS
SECTION 40. The captions used in this lease are for convenience only,
and are not a part of this lease, and do not in any way limit or amplify the
terms and provisions hereof. Any gender used herein shall be deemed to refer
to any other gender more grammatically applicable to the party to whom such
use of gender relates. The use of the singular herein shall be deemed to
include the plural, and, conversely, the plural shall be deemed to include
the singular.
MISCELLANEOUS
SECTION 40. Tenant covenants and agrees to open its store for business for
one day following the date Landlord furnishes Tenant written notice as provided
in Section 5 of this lease that the demised premises are ready for Tenant's
occupancy. However, following said opening day, nothing contained in this lease
agreement shall be construed to require Tenant to keep its store open for
business. If Tenant elects to close the demised premises for business and the
demised premises are not reopened for business by Tenant, or any assignee or
sublessee of Tenant, within a period of six months from the date the demised
premises are closed, then Landlord, at its option, may cancel this lease upon
written notice to Tenant. In the event Landlord elects to cancel this lease,
all liabilities of Landlord and Tenant shall terminate as of the date of such
cancellation.
TAXES
SECTION 42. Tenant shall reimburse the Landlord for Tenant's proportionate
share of general real estate taxes for the entire premises paid by Landlord.
The amount of each year's tax xxxx to be used in such computation shall be the
net amount of taxes payable in the first tax payment month. The amount of taxes
chargeable to the demised premises shall be that portion of all taxes assessed
against the shopping center as a whole (including public areas) in the ratio
that the 42,112 square foot leased premises bears to the square footage of all
buildings erected in said shopping center. In no event shall Tenant be required
to pay its proportionate share of any increase in general real estate taxes
which may result from a revaluation of the entire premises due to a sale thereof
by anyone other than Tenant.
In any expansion of the demised premises, the tax base for the expansion
area will be established by the same formula as that used in the first instance.
Landlord agrees to pay all taxes before delinquency, and Tenant shall not
be obligated to pay any portion of any penalty for delinquent payment. Tenant
agrees to reimburse Landlord within thirty (30) days after proof of payment has
been tendered to Tenant by Landlord. Any payment due hereunder shall be
prorated as of the termination or expiration date of this lease agreement.
-21-
PYLON SIGN
SECTION 43. Landlord,* agrees to erect at its cost and expense a pylon
sign displaying the name of the shopping center and displaying the names of no
more than ** tenants in the shopping center, one of whom shall be Tenant.
Tenant shall have the right to approve the design and location and costs of said
sign, which approval Tenant agrees not to unreasonably withhold. Tenant agrees
to reimburse Landlord for Tenant's proportionate share of the costs for the
erection of said sign within fifteen (15) days from receipt by Landlord of a
statement certified by an officer of Landlord showing the costs incurred for
the erection of said sign and Tenant's proportionate share. Landlord shall
furnish and pay for electricity to illuminate said sign and shall maintain said
sign throughout the term of this lease. The cost of maintaining said sign shall
be included in common area maintenance expenses subject to reimbursement as
provided in Section 19 G of this lease.
RIGHT TO CURE DEFAULT
SECTION 44. Except as may be provided elsewhere in this lease agreement,
should Landlord default in the performance of any of its obligations under this
lease, Tenant agrees that, prior to cancelling this lease or withholding any
rent hereunder or making any payments against rent due hereunder (except for
emergency repairs), the Tenant shall give the Landlord and Landlord's first
mortgagee (provided the Tenant has been notified of the name and address of
same) not less than thirty (30) days' written notice setting forth the default
giving rise to such right, sent by certified mail. In the event Landlord and/or
Landlord's first mortgagee, as the case may be, within such thirty (30) day
period, (a) commences to cure the default which is the subject of such notice
and either cures such default within said thirty (30) day period, or, if such
default cannot be reasonably cured within thirty (30) days, commences to cure
such default and prosecutes such cure diligently through to the completion
thereof or (b) commences foreclosure proceedings and prosecutes such foreclosure
proceedings diligently through to completion thereof, the Tenant shall not have
the right to cancel this lease, withhold any rents hereunder or claim any offset
against rent due hereunder. The foregoing conditions precedent to Tenant's
making payments and/or withholding or offsetting rent shall not apply in any
instance where Tenant expends monies in the reasonable belief that such
expenditure is necessary to protect the premises or its possession or right to
possession of the premises.
EMINENT DOMAIN
SECTION 45. TERMINATION. If more than ten (10%) percent of the gross
floor area of the demised premises is taken for any public or quasi-public use
under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase under threat thereof, this lease shall terminate
upon the election of Tenant effective on the date possession of a portion of the
demised premises is taken by the condemning authority.
A. ABATEMENT OF RENT. If less than ten (10%) percent of the gross floor
area of the demised premises is taken for any public or quasi-public use under
any governmental law, ordinance or regulation, or by right of eminent domain, or
by private purchase under threat thereof, this lease shall not terminate, or if
more than ten (10%) percent of the gross floor area of the demised premises is
so taken and this lease is not terminated in
* at Landlord's option,
** five (5)
-22-
accordance with the preceding subparagraph, then in either of such events
the annual minimum rental (but not percentage rate) payable hereunder during the
unexpired portion of the term shall be reduced on an equitable basis in
accordance with the uses of the area of the demised premises so taken.
B. TERMINATION RIGHT. If any portion of the Common Areas should be taken
for any public or quasi-public use by eminent domain, or by private purchase
under threat thereof, this lease shall not terminate, nor shall the rent payable
hereunder be reduced, nor shall Tenant be entitled to any part of the award made
for such taking, except that Tenant may terminate this lease if the area of the
Common Areas remaining following such taking, plus any additional, commercially
equivalent parking area provided within a reasonable time by Landlord in
reasonable proximity to the shopping center, shall be less than eighty (80%)
percent of the original area of the Common Areas. Any election to terminate
this lease following condemnation shall be evidenced by written notice of
termination delivered within thirty (30) days after the date on which Tenant is
notified of such taking or such sale, and, in the event that Tenant shall not so
exercise such election to terminate this lease, then this lease shall continue
in full force and effect.
C. RESTORATION. If this lease is not terminated following any
condemnation, Landlord shall make all repairs or alterations necessary to make
an architectural whole of the remaining portions of the demised prmeises which
were originally included within Landlord's Work, in substantially the same
condition as prior to such taking, but Landlord shall not be required to expend
more than the amount of the award; provided, however, if the amount of the award
is not sufficient for Landlord to make the necessary repairs and alterations to
the demised prmeises as described above, and Landlord elects not to spend any
additional money to make such repairs or alterations, then Tenant shall have the
right to terminate this lease by notifying Landlord within thirty (30) days
after landlord's receipt of such award and notice to Tenant, in which event this
lease shall terminate and Landlord and Tenant shall have no further rights,
duties or obligations hereunder, except for such rights, duties or obligations
which survive a termination of this lease. Tenant agrees that promptly after
completion of such work by Landlord, Tenant will proceed with reasonable
diligence and at its sole cost and expense to refixture the demised premises to
substantially the same condition they were in prior to such taking.
D. AWARDS. All compensation awarded for any taking (or proceeds of
private sale under threat thereof), whether for the whole or a part of the
demised premises, shall be the property of Landlord; provided, however, Landlord
shall have no interest in any award made to Tenant for the value of the
remaining term of the leasehold estate, the loss of business or for the taking
of Tenant's fixtures and personal property within the demised premises and
nothing herein shall prevent Tenant from making a claim for the aforesaid
matters.
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
SECTION 46. The Tenant agrees that this lease shall at all times be
subject and subordinate to the lien of any mortgage (which shall include all
security instruments) that may be placed on the demised premises by the
Landlord; and Tenant agrees, upon demand, without cost, to execute an instrument
in the same, or substantially the same form as that instrument attached hereto
as Exhibit "D" and made a part hereof, as may be required to effectuate
-23-
such subordination; provided, however, as a condition to this subordination
provision, the Landlord shall obtain from any such mortgagee an agreement in
writing, which shall be delivered to Tenant, provided in substance that, so
long as Tenant shall faithfully discharge the obligations on its part to be
kept and performed under the terms of this lease, its tenancy shall not be
disturbed, nor shall this lease be affected by any default under such
mortgage, and in the event of foreclosure or any enforcement of any such
mortgage, the purchaser at such foreclosure sale shall be bound to Tenant for
the term of this lease, the rights of Tenant hereunder shall expressly
survive, and this lease shall in all respects continue in full force and
effect, provided, however, that Tenant fully performs all of its obligations
hereunder.
ESTOPPEL CERTIFICATE
SECTION 47. Tenant agrees, upon request in writing from the Landlord, to
execute and deliver to the Landlord, for the benefit of such persons as Landlord
names in such request, a statement in writing and in the form set forth in
Exhibit "E" attached hereto and made a part hereof, certifying the matters set
forth therein.
CONSTRUCTION CONTRIBUTION
SECTION 48. Tenant agrees to pay to Landlord the sum of $200,000.00 as a
contribution toward costs expended by Landlord for improvements to the demised
premises. Said sum shall be due and payable within ten (10) days from the date
Tenant opens its store for business in the demised premises.
SECTION 49. This lease embodies the entire contract of the parties
hereto, and shall not be altered, changed or modified in any respect, except
by an instrument of equal dignity to this instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals to
duplicates hereof, the day and year first above written, or caused the within to
be duly executed by their proper officers and the seal of the corporation hereto
affixed by proper authority of their Board of Directors.
Witnesses: CENTRUM G.B. II CORPORATION
/s/ Xxxxx Xxxxx By: /s/ Xxxxx illegible
--------------------------------- ---------------------------------
Executive Vice President
/s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Assistant Secretary
Witnesses: PUBLIX SUPERMARKETS, INC.
/s/ illegible By: /s/ C.A. Xxxxxxx, Jr.
--------------------------------- ---------------------------------
Executive Vice President
/s/ illegible Attest: /s/ illegible
--------------------------------- --------------------------------
Assistant Secretary
[SEAL]
-00-
XXXXX XX XXXXXXX
XXXXXX XX XXXXXXX
The foregoing instrument was acknowledged before me this 31st day of July,
1989 by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, President and Secretary respectively
of CENTRUM G.B. II CORPORATION, a Florida corporation, on behalf of said
corporation.
/s/ Xxxxxx Xxxxxx
-------------------------
Notary Public
My Commission Expires:
[Notary Seal]
STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me this 10th day of
August, 1989 by X. X. XXXXXXX, XX. and S. Xxxxx Xxxxxxx Executive Vice President
& Asst. Secretary respectively of PUBLIX SUPER MARKETS, INC., a Florida
corporation, on behalf of said corporation.
/s/
-------------------------
Notary Public
My Commission Expires:
[Notary Seal]
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE made this day of , 1991, between
XXXXXX XXXX PROPERTIES, a Florida general partnership and Florida joint venture,
(successor in interest to Centrum G.B. II Corporation)
hereinafter called the "Landlord", and PUBLIX SUPER MARKETS, INC., a Florida
corporation,
hereinafter called the "Tenant".
W I T N E S S E T H:
For and in consideration of the sum of ONE ($1.00) DOLLAR and other
valuable considerations in hand paid by Tenant, receipt of which is hereby
acknowledged by Landlord, Landlord hereby demises to Tenant, and Tenant hereby
leases from Landlord, upon and subject to covenants and agreements set forth
herein, and in certain agreements between Landlord and Tenant bearing even date
herewith, hereinafter called the "Lease Agreement", which Lease Agreement is and
shall be a part of this instrument as fully and completely as if the same were
set forth herein, the premises located in the City of Miami, County of Dade,
State of Florida, hereinafter called the "demised premises", more particularly
described as follows:
Said premises form a part of a Shopping Center known as Gardens Square
Shopping Center, as shown on the plat or plan thereof which is attached
hereto and designated EXHIBIT "A". The portions of said Shopping Center
which form the demised premises as shown on EXHIBIT "A" are as follows:
That certain parcel of land outlined in red and designated Publix on said
"EXHIBIT "A" together with a one story building to be erected by the
Landlord thereon in accordance with the terms of said Lease Agreement.
TOGETHER with the right, privilege and easement to use those portions of
said Shopping Center which are designated "PARKING" on said EXHIBIT "A",
exclusively for the parking of automobiles and other passenger vehicles of
the Tenant and of persons trading or doing business with Tenant, in common
with others trading or doing business at other stores or offices in said
Shopping Center.
The Shopping Center premises in which the demised premises are located are
comprised of those certain parcels or tracts of land more particularly described
as follows:
See Exhibit "B" attached hereto and made a part hereof.
TOGETHER with the right and easement in common with others to use, for all
customary and proper purposes, the sidewalks, aisles, streets, roads, alleys,
walks, parkings, common areas and service areas shown on said EXHIBIT "A" or
which may be hereafter established with the Tenant's written consent.
Section 19 of the Lease Agreement provides in part as follows:
COMMON AREAS
SECTION 19. A. The areas of the shopping center shown on the plot plan
designated Exhibit "A" as parking areas shall at all times be maintained as
Parking Areas. The expression "Parking Areas" means parking spaces and
driveways and footways and includes the areas shown as parking areas on the plot
plan plus such other areas as Landlord shall from time to time designate as
Parking Areas. The area marked "SERVICE" upon the plot plan, excepting
reasonable areas adjacent to service doors, shall be maintained during the term
hereof as service roads and areas (the "Service Areas"). The Parking Areas, the
Service Areas, the sidewalks, the pedestrian ramps, and the entrances and exits
of the shopping center are herein called "the Common Areas". The Common Areas
plus the lighting system and the drainage system servicing the Common Areas,
plus all directional signs, plus any pylon signs, plus any landscaped areas
within the shopping center plus any other common facilities in the shopping
center are called "the Common Facilities". Subject to Section 38, Landlord
agrees that at all times there will be free and uninterrupted access (i) for
motor vehicles between each of the public streets adjacent to the shopping
center and the Parking Areas and the service doors of the demised premises, and
(ii) for pedestrians between the Parking Areas and the demised premises. The
parking spaces, driveways and footways in the Common Areas, the entrances and
exits of the Common Areas, the lighting system servicing the Common Areas and
the traffic flow pattern of the Common Areas shall not be changed from the
layout thereof shown upon the plot plan, without the consent of Tenant in
writing. If any highway median strip crossover now existing near the shopping
center shall be relocated, or if the installation of a highway median strip
hereafter shall include a cross-over near the shopping center, then Landlord
shall, subject to Tenant's approval, use its best efforts to make such
relocation of the entrances, exits and driveways of the shopping center and such
changes in the traffic flow pattern of the shopping center as shall be
reasonably necessary, practical and safe to conform the same to the new median
strip cross-over if permitted by public authorities having jurisdiction.
Landlord agrees that the Parking Areas within the shopping center will always
contain at least four and seven tenths (4.7) parking spaces for so-called
standard size American automobiles, and driveways and footways incidental
thereto, for each one thousand (1,000) square feet of floor area in the shopping
center. All such parking spaces in the shopping center shall be no less than
ten feet in width.
If any Parking Areas, Service Areas, Common Areas, Common Facilities or any
part or parts thereof shall be modified, changed or altered by or as a result of
demand from any state, county, local or other governmental authority or public
utility beyond the control of Landlord, then it is understood that such
modification, change or alteration shall not constitute a breach of any
agreements or covenants referred to in the Lease. This provision does not apply
to condemnation.
B. Landlord shall prohibit: 1) the placing of any buildings on the
Parking Areas, 2) the placing of any sign or structure of any nature on the
Parking Areas that would prevent
-2-
clear visibility from the highways, streets, or roads adjoining the shopping
center to the demised premises, 3) the conduct of any business on the Parking
Areas, or 4) the operation of any carnival or other entertainment on the Parking
Areas. Landlord agrees that the Parking Areas will be ground level only and
Landlord shall make no charge of any kind for use of the parking area or any
additions thereto.
C. Tenant and all persons having business with Tenant shall have the
right to use, in common with all other occupants of the shopping center and all
persons having business with such other occupants, without charge, all Common
Areas and Common Facilities of the shopping center. Tenant shall have the right
to use, from time to time, the sidewalks adjacent to the demised premises for
sales purposes. Such sales, for the purposes of Section 4 of this lease, shall
be deemed sales made in the demised premises. Tenant shall keep such sidewalks
reasonably clean and neat while so used and upon completion of each such use.
Maintenance of the sidewalks shall be Landlord's responsibility except as stated
herein, and further except that Tenant shall maintain that portion of the
sidewalk which is within Tenant's enclosed vestibule.
D. Landlord, at all times, shall keep in good repair and condition the
Pylon Signs and all Common Areas of the shopping center and all directional
signs therein and all other Common Facilities, shall keep the Common Areas
suitably paved and marked for parking and traffic flow, shall keep all Common
Areas and other Common Facilities free of refuse and obstruction to the extent
required by the business operations of the stores within the shopping center,
shall keep the Common Areas and other Common Facilities properly drained, and
shall keep the Pylon Signs and the Common Areas, the entrance and exit signs,
and other Common Facilities adequately lighted during all times when the demised
premises shall be open for business and for a reasonable time thereafter.
Landlord shall repair any damage to Common Areas as the result of settling.
E. Landlord further agrees for itself, its successors, assigns and for
any subsidiary or controlling corporation, that it will not, without the consent
of Tenant in each instance, erect store premises or building improvements on any
parcels of land adjoining or adjacent to the Shopping Center.
F. If in Tenant's opinion, default shall be made by Landlord in
compliance with any of the agreements and covenants referred to in this
Section 19 for a period of twenty (20) days after notice from Tenant to
Landlord specifying the item or items in default, and Landlord fails to
proceed within said twenty (20) day period to cure the same and thereafter to
prosecute the curing of such default with due diligence, then and in any such
event Tenant shall have the right to take whatever steps are necessary in
Tenant's opinion to cure the default, including the right to remove any
buildings, persons and/or property from the Parking Areas, either with or
without court action, and the costs of any steps taken by Tenant shall be
payable by Landlord to Tenant upon demand. In addition, Tenant shall be
entitled to: 1) damages caused by non-compliance, 2) xxxxx rent in full
during any period of non-compliance, and 3) enforcement of rights by civil
action, including injunctive relief. Any rights taken hereunder by Tenant
shall be in addition to every other right or remedy provided in this lease or
existing at law or in equity or by statute or otherwise.
-3-
Section 21 of the Lease Agreement provides as follows:
OUTPARCEL RESTRICTIONS
SECTION 21. Landlord covenants and agrees that any outparcels in or
adjacent to the shopping center which are shown on Exhibit "A" attached hereto
and made a part hereof (whether included in or excluded from the legal
description of the shopping center) and further which have designated thereon a
maximum building size, shall be held, used, occupied and transferred subject to
the maximum building size restriction set forth thereon and shall also be
subject to the exclusive use restrictions set forth in Section 26 of this lease,
which shall be a covenant running with the land as to said outparcels. Landlord
will at all times enforce said restrictions in the event there is a breach or
attempted breach thereof. A default by Landlord to enforce said restrictions
shall constitute a default by Landlord under the terms of this lease. Tenant,
at its option, may also enforce said restrictions.
TO HAVE AND TO HOLD the same for a term beginning on the 1st day of
September, 1991, and ending on the 31st day of August, 2011, at midnight, unless
sooner terminated as in the Lease Agreement provided or permitted.
AND FOR SAID CONSIDERATIONS the Landlord has granted and hereby does grant
unto the Tenant the right and option to extend said term to and including August
31, 2031, all in the manner and upon the covenants and agreements set forth
herein and in the Lease Agreement.
IN WITNESS WHEREOF, the parties hereto, by their undersigned officers,
respectively have caused this instrument to be executed as of the day and year
first above written.
XXXXXX XXXX PROPERTIES
a Florida general partnership
and a Florida joint venture
COMMONS ASSOCIATES, LTD., a
Witnesses: Florida limited partnership
/s/
------------------------- By: /s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx, General Partner
/s/
-------------------------
and
XXX X. XXXX, Joint Venturer
/s/ /s/ Xxx X. Xxxx
------------------------- ------------------------------
Xxx X. Xxxx
/s/
-------------------------
(CORPORATE SEAL)
Witnesses: PUBLIX SUPER MARKETS, INC.
By:
------------------------ ----------------------------
Chairman of the
Executive Committee
Attest:
------------------------ ------------------------
Secretary
(CORPORATE SEAL)
STATE OF FLORDIA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 2 day of May, 1991
by XXXXX X. XXXXXX, as General Partner on behalf of COMMONS ASSOCIATES,
LTD, a Florida limited partnership, General Partner of XXXXXX XXXX PROPERTIES, a
Florida limited partnership and joint venture.
/s/
------------------------------
Notary Public
My Commission Expires:
[Notary Seal]
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 2 day of May, 1991
by XXX X. XXXX, Joint Venturer of XXXXXX XXXX PROPERTIES, a Florida limited
partnership and a Florida joint venture.
/s/
------------------------------
Notary Public
My Commission Expires:
[Notary Seal]
STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me this ____ day of
___________, 1991 by X. X. XXXXXXX, XX. and S. XXXXX XXXXXXX, Chairman of the
Executive Committee and Secretary respectively of PUBLIX SUPER MARKETS, INC., a
Florida corporation, on behalf of said corporation.
------------------------------
Notary Public
My Commission Expires:
EXHIBIT "A"
FLOOR PLAN OF LEASED PREMISES
(NOT TO SCALE)
LANDLORD BAY NUMBER _____
(To be provided at a later date)
[MAP OF GARDENS SQUARE SHOPPING CENTER]
Landlord reserves the right to relocate Tenant.
Exhibit "B"
That portion of Tracts 41, 42 and the South 55 feet of Tract 43 of Section 3,
Township 52 South, Range 40 East of "FLORIDA FRUIT LANDS COMPANY'S SUBDIVISION
NO. 1", according to the Plat thereof as recorded in Plat Book 2 at page 17 of
the Public Records of Dade County, Florida, less the South 55.00 feet of said
Section 3 for right-of-way purposes; said portions of Tracts 41 and 42 and the
South 55 feet of Tract 43 being more fully described as follows:
Commence at the Southwest corner of said Section 3; thence North 00
degrees, 03 minutes, 56 seconds West along the West line of said Section 3
for 55.04 feet; thence South 87 degrees, 48 minutes, 34 seconds East along
a line parallel with and 55.00 feet North of the Southerly line of said
Section 3 for 15.01 feet to POINT OF BEGINNING of the hereinafter described
parcel of land; thence North 00 degrees, 03 minutes, 56 seconds West along
a line parallel with and 15.00 feet East of the West line of said Section 3
for 660.42 feet; thence South 87 degrees, 48 minutes, 44 seconds East along
a line parallel with and 55.00 feet North of the Southerly line of said
Tract 43 for 685.53 feet; thence South 00 degrees, 03 minutes, 56 seconds
East along a line parallel with and 700.00 feet East of the west line of
said Section 3 for 660.45 feet to a point on the Northerly right-of-way of
N.W. 000xx Xxxxxx (Xxxxx Xxxxxxx Xxxxx) as recorded in Official Records
Book 8364, at page 784 of the Public Records of Dade County, Florida;
thence North 87 degrees, 48 minutes, 34 seconds West along said Northerly
right-of-way line for 685.53 feet to the POINT OF BEGINNING.
Lying and being in Dade County, Florida.
Also legally described as XXXXXX XXXX PLAT, as recorded in Plat Book 138,
Page 85, Public Records of Dade County, Florida.
