Second Floor Space
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE (the "Amendment") is made and entered into
effective as of March 1, 1997 (the "Effective Date") by and between IMESON
CENTER, INC., a Florida corporation formerly known as Jacksonville Center,
Inc. ("Landlord"), and XXXXX & XXXX TERMINAL WAREHOUSE COMPANY, INC., a
Florida corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Warehouse Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to which
Landlord leased to Tenant and Tenant leased from Landlord certain Leased
Premises (herein so called) consisting of approximately 198,144 square feet of
space designated as Sections 2.6 and 2.8 and constituting a portion of the
building (the "Building") included in the facility known as One Imeson Center
(the "Property"), located at Xxx Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 000,
Xxxxxxxxxxxx, Xxxxxxx 00000;
WHEREAS, the Lease was subsequently modified to include in the Leased
Premises Section 2.3, 2.4, 2.5 and 2.7 of the Building;
WHEREAS, the Lease was further modified (i) pursuant to the terms of that
certain Lease Renewal and Modification Agreement dated January 1, 1996 (the
"1996 Lease Amendment"), and (ii) pursuant to the terms of that certain
Amendment to Lease dated January 1, 1997 (the "January, 1997 Lease
Amendment");
WHEREAS, the 1996 Lease Amendment provided that during the period
commencing January 1, 1996 and terminating December 31, 1996, Tenant had the
right to lease the entirety of either or both of Sections 2.1 and 2.8 of the
Building (the "Additional Space") under the terms and conditions set forth
therein, and Tenant exercised its right (i) to Section 2.8 on January 15,
1996, and occupied Section 2.8 from that date through December 31, 1996, and
(ii) to Section 2.1 on March 1, 1996, and occupied Section 2.1 from that date
through December 31, 1996;
WHEREAS, on October 1, 1996, Tenant exercised its three (3) year renewal
option for the Leased Premises, as provided in Section 2.2 of the Lease, as
modified by the 1996 Lease Amendment, and as a result of Tenant's exercise of
such option right, the term of the Lease has been extended through December
31, 2000;
WHEREAS, the January, 1997 Lease Amendment provides that Landlord has the
right to terminate the Lease as to Section 2.8 in the Building only, upon
thirty (30) days' written notice (the "Termination Notice"), and Landlord has
delivered the Termination Notice to Tenant to terminate the Lease as to
Section 2.8 in the Building only, effective as of March 31, 1997;
WHEREAS, Landlord and Tenant desire to further modify the Lease to
reflect such termination;
NOW, THEREFORE, for and in consideration of the mutual covenants herein
set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Recitals. The foregoing recitals are true and correct and are
hereby incorporated into the text of this Agreement.
2. Leased Premises. The Leased Premises shall, as of April 1, 1997 as
a result of the termination of the Lease as to Section 2.8, consist of
approximately 696,122 square feet of space designated as Sections 2.1, 2.2,
2.3, 2.4, 2.5, 2.6, and 2.7 in the Building, as depicted on Exhibit A attached
hereto and made a part hereof, and no other space in the Building.
3. Base Rent. Effective as of April 1, 1997, the Lease is hereby
amended and modified to provide that Base Rent for the Leased Premises shall
be, and Tenant covenants and agrees to pay Base Rent for the Leased Premises
equal to (i) $17,403.05 per month for each and every month during that portion
of the term commencing on April 1, 1997 and terminating on December 31, 1997,
(ii) $20,303.56 per month for each and every month during that portion of the
term commencing on January 1, 1998 and terminating on December 31, 1998, (iii)
$23,204.06 per month for each and every month during that portion of the term
commencing on January 1, 1999 and terminating on December 31, 1999, and (iv)
$26,104.58 per month for each and every month during that portion of the term
commencing on January 1, 2000 and terminating on December 31, 2000. Each and
every installment of Base Rent shall be payable in advance on the first day of
each calendar month in lawful United States currency, together with any and
all sales or use taxes levied upon the use or occupancy of the Leased Premises
or the rent payable therefor and any additional rent and/or other charges
payable under the Lease.
4. Operating Expenses. Effective as of April 1, 1997 Section 3.3 of
the Lease is hereby amended to provide that, as of the Effective Date,
Tenant's proportionate share of Operating Expenses shall be 40.59 percent
(696,122 divided by 1,715,000).
5. Revocable License. Notwithstanding Landlord's termination of the
Lease as to Section 2.8, Landlord hereby grants to Tenant a license (the
"License") to use such portions of Section 2.8 as from time to time are not
occupied or otherwise committed to other tenants of the Building or required
for Landlord's purposes in Landlord's sole and unrestricted discretion (the
"Available Area"). The Available Area, as of April 1, 1997, shall consist of
approximately 40,000 square feet of space as depicted on Exhibit B attached
hereto and made a part hereof. The License shall be revocable immediately
upon written notice to Tenant, and upon receipt of such revocation notice,
Tenant shall (i) under no circumstances enter into the Available Area during
the normal business hours of any tenant leasing office space adjacent to or
below the Available Area without Landlord's prior approval, and (ii) take all
measures necessary to vacate the Available Area during such hours as Landlord
may prescribe and surrender possession of the Available Area within thirty
(30) days. In connection with Tenant's occupancy of the Available Area,
Tenant shall comply with all provisions of the Sections 3.5, 3.6, 3.7, 4.1,
4.2, 4.4, 4.5, 4.6, 4.8, 5.2, 5.4, 5.5, 5.6, 9.1, 9.2, 9.3, 9.4 and 10.1, all
of which shall apply to the License notwithstanding the termination of the
Lease as to Section 2.8. Tenant further agrees to conduct its operations in
the Available Area in such a manner as to prevent any and all noise and
vibrations from disrupting or otherwise affecting any other tenants in the
Building. Tenant specifically acknowledges that Landlord is, as of the
Effective Date, negotiating to lease approximately 50,000 square feet of space
in Section 2.8 (the "Occupied Space") to an office tenant that will require
that the Occupied Space be completely free from noise and vibration, and
Tenant shall take all measures necessary in the Available Area to ensure
Tenant's compliance with such requirements. In an attempt to comply with such
requirements and after Landlord's and Tenant's joint inspection of the
Occupied Space and the Available Area, Tenant shall immediately take the
following measures in the Available Area, although Landlord makes no
assurances that such measures will be adequate to ensure compliance: (i)
pneumatic or soft tires shall be used on all vehicles operating in the
Available Area; (ii) racks shall be placed over the existing expansion joints
to eliminate vehicle crossing; and (iii) Tenant shall use its best efforts to
avoid entering the Available Area during the normal working hours of any
tenant leasing office space adjacent to or below the Available Area. Tenant
acknowledges that in no event shall the License be construed as creating a
tenancy of any nature whatsoever or any other possessory rights. Tenant
hereby agrees to indemnify Landlord and hold Landlord harmless from and
against any and all loss, cost, claim, liability or damage in connection with
the License, including without limitation all attorneys' fees and costs
through all appellate levels and proceedings.
6. Definitions. All capitalized terms in the Amendment shall have the
same definitions as provided in the Lease except as may otherwise be provided
herein.
7. No Further Amendment. Except as specifically set forth in the
Amendment, the Lease shall remain unaltered and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the date set forth above.
Witnesses: LANDLORD:
IMESON CENTER, INC., a Florida corporation
formerly known as Jacksonville Center, Inc.
/S/ W. XXXXX XXXX By:/S/ W. XXXX XXXXXX
Name: W. Xxxxx Xxxx Name:W. Xxxx Xxxxxx
Title:President
/S/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx Date of Execution: 5/23/97
TENANT:
XXXXX & DUKE TERMINAL WAREHOUSE COMPANY,
INC., a Florida corporation
/S/ XXXXXXXXX X. XXXXX By:/S/ XXXXXX X. XXXX
Name:Xxxxxxxxx X. Xxxxx Name:Xxxxxx X. Xxxx
Title:President
/S/ J. XXXX XXXXXXX
Name:J. Xxxx Xxxxxxx Date of Execution: 5/5/97
EXHIBIT A
Graphical depiction of Sections of building leased on the second floor
effective with this amendment.
EXHIBIT B
Graphical depiction of the portion of Section 2.8 for which Tenant was
granted a license for use.
