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EXHIBIT 10.6
L E A S E
W I T N E S S E T H :
WHEREAS, LEHIGH CORPORATION desires to lease a certain parcel
of ground and recently constructed buildings thereon located on the north side
of Homestead Road as more fully described on attached Schedule "A", (said parcel
of ground and the building being herein referred to collectively as the
"Property") and
WHEREAS, FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF DE XXXX
COUNTY desires to let the Property and
WHEREAS, this agreement was contemplated by them in an
agreement to let and construct said Property and that agreement having required
the execution of this lease in order to fully perform under its terms,
NOW, THEREFORE, LEHIGH CORPORATION ("LEHIGH") and FIRST
FEDERAL SAVINGS AND LOAN ASSOCIATION OF DE XXXX COUNTY, ("FEDERAL") in
consideration of the covenants, conditions, agreements and stipulations herein
contained, agree as follows:
1) LEHIGH agrees to lease the Property to FEDERAL for an initial
term not to exceed eight (8) months for the sum of $100.00. The said "not to
exceed eight months" will be the time allowed for construction of the building
by FEDERAL in accordance with the terms as contemplated by previous agreement
between the parties. At the end of the said eight month period or the date of
the closing of the sale of the building on said Property to LEHIGH as was
contemplated by the previous agreement between the parties, then the twenty-five
(25) year term of this Lease shall begin and the payments as set forth in
Paragraph 2 hereunder shall be in effect. Said lease term shall end on the same
day that it commences twenty-five (25) years from the occurrence of either the
end of the eight month period as set forth above, or the date of closing on the
sale of the building on said Property to LEHIGH.
2) FEDERAL shall be obligated and shall pay the following rentals
in annual installments, payable in advance, the first being due at and on the
same time and day that the above-described building is sold to LEHIGH and
continuing thereafter to be due on or before said day in the remaining years of
the term. The following payments shall be due for the referenced years for the
five (5) years immediately following the close of the sale of the above-
described structure there shall be due, according to the terms herein, $3,333.33
monthly rental, thence commencing on the first day of the sixth year and for the
second five (5) years under the term of this agreement, there shall be due as
monthly rental, the sum of $3,666.67, thence commencing on the 11th year and
continuing through the third five-year period, there shall be due according to
the terms of the above agreement, $4,083.33, monthly, thence, commencing on the
16th year and for the fourth five-year period, there shall be due the sum of
$4,604.17, monthly, thence, commencing on the 21st year and through the
completion of the above-described lease agreement, there shall be due the sum of
$5,255.42, monthly, provided, however, that if the cost of said building exceeds
$200,000.00 then the rental for each of the five-year terms shall be increased
according to the following formula, the base rental as described above, shall be
increased by two (2%) percent of the difference of the actual cost and
$200,000.00 in each of the five-year term periods. Failure to pay the above-
described rental in a timely fashion or within thirty (30) days of the date upon
which it falls due shall accelerate the entire balance due at the option of
LEHIGH. Any amount of rent which may be paid after due shall accrue interest at
the rate of twelve (12%) percent, and shall be tendered along with any payment
due herein.
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3) Rental payments shall be tendered in advance at the office of
LEHIGH CORPORATION, 000 Xxxx Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxx 00000. In addition
to any rental payment due herein FEDERAL shall pay the sales tax on said
payments and rent shall be paid to LEHIGH without notice or demand and without
abatement, deduction or set-off.
4) COSTS AND UTILITIES. All costs, taxes, (including ad valorem
taxes) expenses, utilities and obligations of every kind relating to the leased
property which may arise or become due during the term of this Lease shall be
paid by FEDERAL and LEHIGH shall be indemnified by FEDERAL against such costs,
taxes, expenses, utilities and obligations.
5) PURPOSE OF LEASE. The premises demised under this Lease are to
be used by FEDERAL in the conduct of the business of a Savings and Loan, and all
tasks related thereto. FEDERAL shall not use the premises for any illegal,
immoral or ultrahazardous activity, whether within or outside the scope of the
business of FEDERAL.
6) INSURANCE. FEDERAL shall, at its own expense, at all times
during the term of this Lease, maintain in force a policy or policies of
insurance, written by one or more responsible insurance carriers approved by
LEHIGH, which will insure LEHIGH against liability for injury to or death of
persons or loss or damage to property occurring in or about the demised
premises. The liability under such insurance shall not be less than $300,000.00
for any one person killed or injured, $500,000.00 for any one accident, and
$100,000.00 for property damage. FEDERAL shall be responsible for carrying
insurance on contents and personal property located on the above-described
premises and LEHIGH shall not be liable in any way whatsoever for said insurance
or any damages or losses to said inventory, fixtures or personal property of
FEDERAL.
7) FEDERAL shall keep the portion of the building service
equipment that constitutes machinery used in the operation of elevators, air
cooling apparatus, heating units, and air-conditioning apparatus, if requested
by LEHIGH, which are a part of the demised premises, insured against loss or
damage from accident without coinsurance clauses so long as available.
8) ACCIDENTAL DAMAGE OR INJURY. LEHIGH shall not be liable for
any damage to property or any injury to persons, sustained by FEDERAL or others,
caused by conditions or activities on the demised premises. FEDERAL shall
indemnify LEHIGH against all claims arising therefrom and shall carry liability
insurance insuring LEHIGH and FEDERAL Lessee against any claims, in amounts to
be approved by LEHIGH.
9) FEDERAL shall not cause or allow any undue waste on the
premises and shall comply with all applicable laws and ordinances respecting the
use and occupancy of the premises relating to matters not covered elsewhere in
this Lease.
10) ALTERATIONS, ADDITION OR IMPROVEMENTS. FEDERAL shall be
allowed to make alterations, additions or improvements on or to the premises
which alterations, additions or improvements are consistent with the purpose for
which this Lease is granted and which are first approved in writing by LEHIGH;
and all alterations, additions and improvements that shall be made shall be at
the sole expense of FEDERAL and shall become the property of LEHIGH and shall
remain on and be surrendered with the premises as a part thereof at the
termination of this Lease without disturbance, molestation or injury. Nothing
contained in this provision shall prevent FEDERAL from removing all office
machines, equipment and trade fixtures customarily used in the business of
FEDERAL.
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11) LIENS. FEDERAL shall keep the leased premises free and clear
of all liens arising out of any work performed, materials furnished, or
obligations incurred by FEDERAL.
12) SALES, ASSIGNMENTS AND SUBLEASES. FEDERAL shall not assign
this Lease, or sell or sublet the premises leased herein, or any part thereof or
interest therein, without the prior written consent of LEHIGH. This Lease shall
not be assigned by operation of law, in particular, but not limited to, its
assumption by any trustee in bankruptcy. If consent is once given by LEHIGH to
the assignment of the Lease or sublease of the premises or any interest therein,
LEHIGH shall not be barred from subsequently refusing to consent to any further
assignment or sublease. Any attempt to sell, assign or sublet without the
consent of LEHIGH shall be deemed as a default by FEDERAL, entitling LEHIGH to
either re-enter pursuant to Section 15 or accelerate the entire lease balance,
pursuant to Paragraph 5 above, if LEHIGH so elects.
13) QUIET ENJOYMENT. If FEDERAL performs the terms of this Lease,
LEHIGH will warrant and defend FEDERAL in the enjoyment and peaceful possession
of the premises during the term hereof without any interruption by LEHIGH or any
person rightfully claiming under it, provided, however, LEHIGH assumes no
responsibility for any breach of quiet enjoyment which may have been caused by
or during the period of construction of the described premises.
14) DEFAULT OF SUBLESSEE. If any rents reserved, or any part
thereof, shall be and remain unpaid when these rents shall become due, or if
FEDERAL violates or defaults in any of the provisions of this Lease, then LEHIGH
may cancel this Lease and re-enter the premises. Notwithstanding any re-entry,
the liability of FEDERAL for the rent shall not be extinguished for the balance
of the term hereof, and FEDERAL shall make good to LEHIGH any deficiency arising
from a re-entry and reletting of the premises at a reduced rental. Said
deficiency shall be due and payable on demand as soon as said amount can be
ascertained by LEHIGH. This is in addition to any right LEHIGH may have under
paragraph 2 for interest on past due rent.
15) INSOLVENCY OR BANKRUPTCY. If FEDERAL becomes insolvent,
voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of FEDERAL, then LEHIGH may
terminate this Lease at the option of LEHIGH.
16) WAIVER OF BREACH. The waiving of any of the provisions of this
Lease by any party shall be limited to the particular instance involved and
shall not be deemed to waive any other rights of the same or any other terms of
this Lease.
17) REMOVAL OF PERSONAL PROPERTY. FEDERAL shall have the right to
remove all personal property, trade fixtures and office equipment, whether
attached to the premises or not, provided that these items can be removed
without serious damage to the building or premises. All holes or damages to the
building or premises caused by removal of any items shall be restored or
repaired by FEDERAL promptly.
18) HOLDING OVER. Any holding over at the expiration of this
Lease with the consent of LEHIGH shall be on an annual basis which tenancy may
thereafter be terminated as provided by the laws of the State of Florida. During
any holdover tenancy, FEDERAL shall pay the same rate of rental on an annual
prepaid basis, plus an adjustment upward equal to the last annual rental
payment, plus an appropriate adjustment according to the Consumer Price Index
as published by the Department of Health, Education and Welfare for the year
immediately preceding, further, FEDERAL shall be bound by all terms and
conditions of this Agreement.
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19) INTEREST OF SUCCESSORS. The covenants and agreements of this
Lease shall be binding on the successors and assigns of LEHIGH and on the
successors and assigns of FEDERAL but only to the extent herein specified.
20) NOTICES. Except where otherwise required by statute, all
notices given pursuant to the provisions hereof may be sent by certified mail,
postage prepaid, to the last known mailing address of the party for whom the
notice is intended.
21) COSTS OF LITIGATION. If any legal action is instituted to
enforce this Lease, or any part thereof, the prevailing party shall be entitled
to recover reasonable attorney's fees and court costs from the other party.
22) TOTAL CONDEMNATION. If the whole of the leased premises shall
be acquired or condemned by eminent domain for any public or quasi-public use or
purpose, then the term of this lease shall cease and terminate as of the date of
title vesting in such proceeding and all rentals shall be paid up to that date
and FEDERAL shall have no claim against LEHIGH nor the condemning authority for
the value of any unexpired term of this lease.
23) PARTIAL CONDEMNATION. If any part of the leased premises shall
be acquired or condemned as aforesaid, and in the event that such partial taking
or condemnation shall render the leased premises unsuitable for the business of
FEDERAL, then the term of this lease shall cease and terminate as of the date of
title vesting in such proceeding. FEDERAL shall have no claim against LEHIGH nor
the condemning authority for the value of any unexpired term of this lease and
rent shall be adjusted to the date of such termination. In the event of a
partial taking or condemnation which is not extensive enough to render the
premises unsuitable for the business of FEDERAL, then LEHIGH shall promptly
restore the leased premises to a condition comparable to its condition at the
time of such condemnation less the portion lost in the taking, and this lease
shall continue in full force and effect without any reduction or abatement of
rent.
24) OWNER'S DAMAGES. In the event of any condemnation or taking as
aforesaid, whether whole or partial, the Tenant shall not be entitled to any
part of the award paid for such condemnation and LEHIGH is to receive the full
amount of such award, FEDERAL hereby expressly waiving any right or claim to any
part thereof.
25) TENANT'S DAMAGES. Although all damages in the event of any
condemnation are to belong to LEHIGH whether such damages are awarded as
compensation for diminution in value of the leasehold or to the fee of the
leased premises, FEDERAL shall have the right to claim and recover from the
condemning authority, but not from LEHIGH, such compensation as may be
separately awarded or recoverable by FEDERAL in FEDERAL's own right on account
of any and all damage to FEDERAL's business by reason of the condemnation and
for or on account of any cost or loss to which FEDERAL might be put in removing
FEDERAL's furniture, fixtures, leasehold improvements and equipment.
26) CONDEMNATION OF LESS THAN A FEE. In the event of a
condemnation of a leasehold interest in all or a portion of the leased premises
without the condemnation of the fee simple title also, this lease shall not
terminate and such condemnation shall not excuse FEDERAL from full performance
of all its covenants hereunder, but FEDERAL in such event shall be entitled to
present or pursue against the condemning authority its claim for and to receive
all compensation or damages sustained by it by reason of such condemnation, and
LEHIGH's right to recover compensation or damages shall be limited to
compensation for and damages, if any, to its reversionary interest; it being
understood, however,
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that during such time as FEDERAL shall be out of possession of the leased
premises by reason of such condemnation, the lease shall not be subject to
forfeiture for failure to observe and perform those covenants calling for the
payment of money. In the event the condemning authority shall fail to keep the
premises in the state of repair required hereunder, or to perform any other
covenant not calling for the payment of money, FEDERAL shall have ninety (90)
days after the restoration of possession to it within which to carry out its
obligations under such covenant or covenants. During such time as FEDERAL shall
be out of possession of the leased premises by reason of such leasehold
condemnation, FEDERAL shall pay to LEHIGH the annual rent due under the terms of
this agreement. At any time after such condemnor proceedings are commenced,
LEHIGH shall have the right, at its option, to require FEDERAL to assign to
LEHIGH all compensation and damages payable by the condemnation to FEDERAL, to
be held without liability for interest thereon as security for the full
performance of FEDERAL's covenants hereunder, such compensation and damages
received pursuant to said assignment to be applied first to the payment of rents
and all other sums from time to time payable by FEDERAL pursuant to the terms of
this lease as such sums fall due, and the remainder, if any, to be payable to
FEDERAL at the end of the term hereof or on restoration of possession to
FEDERAL, whichever shall first occur, it being understood and agreed that such
assignment shall not relieve FEDERAL of any of its obligations under this lease
with respect to such rents, and other sums except as the same shall be actually
received by LEHIGH.
27) NO PARTNERSHIP. LEHIGH does not, in any way or for any
purpose, become a partner of FEDERAL in the conduct of its business, or
otherwise, or joint venturer or a member of a joint enterprise with FEDERAL.
28) FORCE MAJEURE. In the event that either party hereto shall be
delayed or hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lock-outs, labor troubles, inability to procure
materials, failure of power, restrictive governmental laws or regulations,
riots, insurrection, war or other reason of a like nature not the fault of the
party delayed in performing work or doing acts required under this agreement,
then this lease shall be extended for a period equivalent to the period of such
delay. The provisions of this Section shall not operate to excuse FEDERAL from
prompt payment of rent, additional rent or any other payments required by the
terms of this lease.
29) ENTIRE AGREEMENT. It is agreed by the parties hereto that
LEHIGH will be constructing a Xxxx-Xxxxx Shopping Center adjacent to and
surrounding the demised property. LEHIGH shall provide to FEDERAL upon the
completion of construction of said Xxxx-Xxxxx Shopping Center adjacent to and
surrounding the demised premises a cross parking agreement and an easement for
the use of all access roads to the shopping center including, but not limited
to, the access road to the building on the west side of the demised premises.
Witnesses:
/s/ Xxxxx X. Xxxx XXXXXX CORPORATION
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/s/ Xxxx X. Xxxxx By /s/ Xxxx X. Xxxx
------------------------------ ----------------------------
Vice President
/s/ Xxxxxxxx X. Xxxxxx
------------------------------ FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF DE XXXX COUNTY
/s/ Xxxxxxx Xxxxxx By /s/ Xxxx X. XxXxxxx
------------------------------ ------------------------------
Senior Vice President
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LEGAL DESCRIPTION
FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF DESOTO COUNTY PARCEL 1, A
TRACT OF LAND IN BLOCK 4, OF THE UNRECORDED PLAT OF SUNSHINE SHOPPING
PLAZA, DATED 11 APRIL 1966.
COMMENCING AT THE SOUTHEAST CORNER OF SECTION 31, TOWNSHIP 44 SOUTH, RANGE 27
EAST, XXX COUNTY, FLORIDA; THENCE NORTH 0 DEGREES- 52'-08" EAST ALONG THE EAST
SECTION LINE A DISTANCE OF 1,618.87 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF
HOMESTEAD ROAD; THENCE NORTH 45 DEGREES- 11'-33" WEST ALONG THE NORTHERLY
RIGHT-OF-WAY LINE OF HOMESTEAD ROAD A DISTANCE OF 2,232.01 FEET TO THE POINT OF
BEGINNING OF A TRACT OF LAND HEREIN DESCRIBED: THENCE CONTINUING NORTH 45
DEGREES- 11'-33" WEST ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF HOMESTEAD ROAD A
DISTANCE OF 175.00 FEET; THENCE NORTH 44 DEGREES- 48'-27" EAST A DISTANCE OF
175.00 FEET, THENCE SOUTH 45 DEGREES- 11'-33" EAST A DISTANCE OF 175.00 FEET;
THENCE SOUTH 44 DEGREES- 48'-27" WEST A DISTANCE OF 175.00 FEET TO THE NORTHERLY
RIGHT-OF-WAY LINE OF HOMESTEAD ROAD AND THE POINT OF BEGINNING. SAID TRACT OF
LAND CONTAINING 0.703 ACRES, MORE OR LESS.
JUNE 26, 1979
REVISED
SEPTEMBER 25, 1979
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L E A S E A M E N D M E N T
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WHEREAS, LEHIGH CORPORATION, a Florida corporation, hereinafter
referred to as LESSOR, and FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF DESOTO
COUNTY, a corporation organized and existing under the laws of the United States
of America, hereinafter referred to as LESSEE, have entered into a Lease on a
parcel of ground and recently constructed buildings thereon, which ground shall
hereinafter be referred to as PROPERTY, and which ground is more particularly
described on Schedule "A" attached hereto and made a part hereof, and
WHEREAS, LESSOR and LESSEE are desirous of making certain changes
and/or additions to said Lease,
NOW, THEREFORE, the following numbered items as they appear in said
Lease shall be altered to include the following information as hereinafter
stated:
3) Rental payments shall be tendered in advance beginning June 1,
1980, which date shall be the effective date of this Lease.
6) LESSEE shall maintain, at LESSEE'S expense, a policy of Hazard
and Fire insurance on the buildings constructed upon the PROPERTY.
NOW, THEREFORE, whereas the actual cost of the construction of the
buildings was $342,000.00, the following numbered item as it appears in said
Lease shall be altered only as same pertains to the monthly payment rates:
2) For the five years immediately following the close of the sale
of the above described structure there shall be due, according to the
terms herein, $4,990.00 monthly rental; thence commencing on the first
day of the sixth year and for the second five years under the term of
this Lease, there shall be due the sum of $5,382.00 monthly rental;
thence commencing on the first day of the eleventh year and for the
third five years under the term of this Lease, there shall be due the
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sum of $5,873.00 monthly rental; thence commencing on the first day of the
sixteenth year and for the fourth five years under the term of this Lease, there
shall be due the sum of $6,486.00 monthly rental; thence commencing on the first
day of the twenty-first year and for the completion of this Lease, there shall
be due the sum of $7,252.00 monthly rental.
Witnesses: LEHIGH CORPORATION, a Florida
corporation
/s/ Xxxxx X. Xxxx By: /s/ Xxxx X. Xxxx (SEAL)
----------------------------- ----------------------
V.P.
/s/ Xxxx X. Xxxxx
-----------------------------
FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF DESOTO COUNTY, a
corporation under the laws of the
United States of America
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. XxXxxxx (SEAL)
----------------------------- ----------------------
SR V.P.
/s/ Xxx Xxxx
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LEGAL DESCRIPTION
FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF DESOTO COUNTY
PARCEL 1, A TRACT OF LAND IN BLOCK 4, OF THE UNRECORDED
PLAT OF SUNSHINE SHOPPING PLAZA, DATED 11 APRIL 1966.
COMMENCING AT THE SOUTHEAST CORNER OF SECTION 00, XXXXXXXX 00 XXXXX, XXXXX 00
XXXX, XXX XXXXXX, XXXXXXX; THENCE NORTH 00 DEGREES-52'-08" EAST ALONG THE EAST
SECTION LINE A DISTANCE OF 1,618.87 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF
HOMESTEAD ROAD; THENCE NORTH 45 DEGREES-11'-33" WEST ALONG THE NORTHERLY
RIGHT-OF-WAY LINE OF HOMESTEAD ROAD A DISTANCE OF 2,232.01 FEET TO THE POINT OF
BEGINNING OF A TRACT OF LAND HEREIN DESCRIBED: THENCE CONTINUING NORTH 45
DEGREES-11'-33" WEST ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF HOMESTEAD ROAD A
DISTANCE OF 175.00 FEET; THENCE NORTH 44 DEGREES-48'-27" EAST A DISTANCE OF
175.00 FEET, THENCE SOUTH 45 DEGREES-11'-33" EAST A DISTANCE OF 175.00 FEET;
THENCE SOUTH 44 DEGREES-48'-27" WEST A DISTANCE OF 175.00 FEET TO THE NORTHERLY
RIGHT-OF-WAY LINE OF HOMESTEAD ROAD AND THE POINT OF BEGINNING. SAID TRACT OF
LAND CONTAINING 0.703 ACRES, MORE OR LESS.
JUNE 26, 1979
REVISED
SEPTEMBER 25, 1979
