Exhibit 10.300
XXXXXX CENTRE CONSTRUCTION AGREEMENT
This XXXXXX CENTRE CONSTRUCTION AGREEMENT ("Agreement") is by and between
INLAND WESTERN SPARTANBURG, L.C.C., a Delaware limited liability company
("Inland") with an address of 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, III. 60523, LCW
SPARTANBURG, L.L.C., a South Carolina limited liability company ("LCW") with an
address of c/o WRS Inc. 0000 Xxxxx Xxxxxxxxxx Xxx., Xxxxx, Xxxxx Xxxxxxxx 00000,
Xxxxxx X. Xxxxxxx ("Xx. Xxxxxxx") with an address of X.X. Xxx 0000, Xxxxxxxx,
Xxxxx Xxxxxxxx 00000, and Miles Xxxxxxxx ("Xx. Xxxxxxxx") with an address of
X.X. Xxx 000, Xxxxxxxx, Xxxxx Xxxxxxxx 00000.
RECITALS:
WHEREAS, LCW and Inland Real Estate Acquisition, Inc., ("IREA") entered
into that certain purchase and sale agreement dated November 7, 2003, as amended
by that certain Modification of Purchase Agreement dated March 2, 2004
(collectively the "Contract") for the sale and purchase of the approximately
37,200 net rentable square feet of the Xxxxxx Center Shopping Centre located on
approximately 9.701 acres of land at Xxxxxxxxxx Road and W.O. Xxxxx Road,
Spartanburg, South Carolina known as Phase II (the "Property"); and
WHEREAS, Xx. Xxxxxxx and Xx. Xxxxxxxx are members of Seller and will
benefit by the sale of Phase II of the Property; and
WHEREAS, the Contract provides in paragraph 5 thereof that the Seller shall
indemnify and hold harmless Inland from obligations regarding the construction
of Phase II of the Property and Xx. Xxxxxxxx and Xx. Xxxxxxx will guarantee
Seller's obligations.
NOW, THEREFORE, for and in consideration of the terms and provisions
contained in the Contract and the mutual agreements and understandings contained
in this Agreement, Inland, LCW, Xx. Xxxxxxx and Xx. Xxxxxxxx agree as follows:
1. All of the above recitals are incorporated herein by reference as if
fully restated herein as this paragraph 1.
2. LCW hereby indemnifies and holds Inland harmless from any obligation
to complete, and from all Defects (hereinafter defined) occurring in the initial
construction of the improvements on the Property, which improvements include,
without limitation, all buildings, building components (e.g., foundations,
walls, roofs, windows, heating, electrical, plumbing, HVAC systems, doors,
loading docks), parking lots, parking lot lighting, parking space striping,
installation of all utilities and storm water detention mains and facilities
(collectively "Improvements") and LCW will, pursuant to the terms of the
Contract, assign to Inland at closing all warranties and guaranties from the
general contractor and all subcontractors and material men who have performed
work to
complete the Improvements and hereby indemnifies and holds Inland harmless from
any and all claims arising out of the construction and installation of the
Improvements for a period of one (1) year from the date of this Agreement. It is
agreed that the indemnity and the hold harmless obligations of LCW will include,
without limitation, the correction of all so called "punch list" items and all
construction "call backs" that arise during the aforementioned one (1) year
period. LCW also agrees to assist Inland in enforcing all warranties and
guaranties with respect to the construction of the Improvements and LCW agrees
to be solely responsible for the cost of tenant allowances and improvements and
all leasing commissions that are required to be paid by the lessor with respect
to any lease for space at the property leased by Seller.
In the event that either Inland becomes aware of a defect, failure or
breakdown (collectively with punch list items and call backs referred to as
"Defects") in the installation and/or construction of the improvements or is
notified thereof by any tenant of the Property during the one (1) year period of
this Agreement, Inland shall provide written notice to LCW, Xx. Xxxxxxx and
Xx. Xxxxxxxx thereof. The parties agree to work together to first attempt to
have such Defects corrected under any warranty or guaranty that would cover such
Defects. In the event that the general contractor, subcontractor or materialmen
responsible for the correction of the Defects fail or refuse to correct same,
LCW agrees that it will cause the correction of the Defect to be made in a
timely and xxxxxxx like manner and will make reasonable attempts to insure the
Defects do not cause any further damage or destruction to the Improvements or to
any of the tenants' property therein. LCW hereby indemnifies and holds Inland
harmless from all claims, damages, costs, expenses, settlements, awards,
judgment, fines and penalties that arise out of and/or are related to the
Defects, which indemnity and hold harmless agreement will include, without
limitation, all court costs and attorneys' fees through all legal proceedings
that may be incurred by Inland as a result of the Defects or the failure to
correct same by a contractor, subcontractor, materialmen or LCW.
As is provided in paragraph 5 of the Contract, Xx. Xxxxxxx and Xx. Xxxxxxxx
hereby guarantee the performance of the duties and obligations of LCW in the
event LCW does not fully perform all of its above described duties and
obligations.
3. This Agreement is governed by and is to be construed under the laws of
the State of South Carolina. This Agreement, may be executed in counterparts,
each of which shall be deemed an original and all such counterparts together
shall constitute one and the same instrument.
4. In the event of an uncured default hereunder on the part of LCW,
Xx. Xxxxxxxx and Xx. Xxxxxxx, Inland may institute litigation against the
defaulting party and the prevailing party in such litigation shall be entitled
to collect all reasonable costs and expenses thereof, including, without
limitation, reasonable attorney's fees through all appellate proceedings.
5. All notices from and to any of the parties to this Agreement shall be
in writing and should be served by an overnight courier or express service, such
as Federal Express or UPS, and shall be deemed delivered on the day after
deposit with such special delivery service or may be served upon the parties by
facsimile transmission provided such transmission is completed by 5:00 p.m. on a
business day, otherwise such notice shall be deemed served at 9:00 a.m. on next
succeeding business day:
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Miles Xxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Inland Western Spartanburg, L.L.C.
c/o H. Xxx Xxxxx
Inland Western Retail Real Estate Trust Inc.,
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
LCW SPARTANBURG, L.L.C.,
c/o Art Xxxxx
WRS Inc.
0000 Xxxxx Xxxxxxxxxx Xxx.
Xxxxx, Xxxxx Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Inland has executed this Agreement this 15th day of
July, 2004.
INLAND WESTERN SPARTANBURG, L.L.C., a
Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc., a
Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
Its: Assistant Secretary
IN WITNESS WHEREOF, LCW Spartanburg, L.L.C. has executed this Agreement
this 15th day of July, 2004
LCW SPARTANBURG, L.L.C.,
a South Carolina limited liability company
By: WRS Inc., a South Carolina corporation,
its Manager
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, Vice President
IN WITNESS WHEREOF, Xxxxxx X. Xxxxxxx has executed this Agreement this 15th day
of July, 2004
/s/ Xxxxxx 0. Xxxxxxx
-------------------------
XXXXXX 0. XXXXXXX
IN WITNESS WHEREOF, Miles Xxxxxxxx has executed this Agreement this 15th day of
July, 2004
/s/ Miles Xxxxxxxx
-------------------------
MILES XXXXXXXX
IN WITNESS WHEREOF, LCW Spartanburg, L.L.C. has executed this Agreement
this 14th day of July, 2004
LCW SPARTANBURG, L.L.C.,
a South Carolina limited liability company
By: WRS Inc., a South Carolina corporation,
its Manager
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx, Vice President
IN WITNESS WHEREOF, Inland, LCW, Xx. Xxxxxxx and Xx. Xxxxxxxx have each
executed this Agreement this _____ day of ______________, 2004.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------
XXXXXX X. XXXXXXX
/s/ Miles Xxxxxxxx
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MILES XXXXXXXX
LCW SPARTANBURG, L.L.C.,
a South Carolina limited liability company
By: WRS Inc., a South Carolina corporation,
its Manager
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, Vice President
INLAND Western Spartanburg, L.L.C., a
Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Its: Asst. Secretary
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