PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Xxxxxxxx'x - Xxxxxx Terrace, FL)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 15th day of Nov, 1996, by and
between Xxxxxx X. and Xxxxxxx X. Xxxxxxx (hereinafter called
"Xxxxxxx"), and AEI Net Lease Income & Growth Fund XIX Limited
Partnership (hereinafter called "Fund XIX") (Xxxxxxx, Fund XIX
(and any other Owner in Fee where the context so indicates) being
hereinafter sometimes collectively called "Co-Tenants" and
referred to in the neuter gender).
WITNESSETH:
WHEREAS, Fund XIX presently owns an undivided 20.6379% interest
in and to and Xxxxxxx presently owns an undivided 14.4270%
interest in and to and Xxxxx Xxxxxxxx presently owns an undivided
5.7170% (also referred to herein as "Co-Tenant") interest in and
to and The Xxxx Xxxxxx Trust presently owns an undivided 11.9455%
(also referred to herein as "Co-Tenant") interest in and to, and
Xxxxxxxx X. Xxxxxxxx presently owns an undivided 15.4545% (also
referred to herein as "Co-Tenant")interest in and to and the Xxx
Revocable Trust presently owns an undivided 16.3636% (also
referred to herein as "Co-Tenant") in and to and Xxxxxx X. Xxxxxx
presently owns an undivided 15.4545% (also referred to herein as
"Co-Tenant") in and to the land, situated in the City of Temple
Terrace, County of Hillsborough, and State of Florida, (legally
described upon Exhibit A attached hereto and hereby made a part
hereof) and in and to the improvements located thereon
(hereinafter called "Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Xxxxxxx'x interest
by Fund XIX; the continued leasing of space within the Premises;
for the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Xxxxxxx of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XIX, or its designated agent, successors or
assigns. Provided, however, if Fund XIX shall sell all of its
interest in the Premises, the duties and obligations of Fund XIX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XIX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XIX as their sole and
exclusive agent to deal with any property agent and to execute
leases of space within the Premises, including but not limited to
any amendments, consents to assignment, sublet, releases or
modifications to leases or guarantees of lease or easements
affecting the Premises, on behalf of all present or future Co-
Tenants. Only Fund XIX may obligate any Co-Tenant with respect to
any expense for the Premises.
Co-Tenant Initial: /s/ WHB /s/ TEB
Co-Tenancy Agreement for Xxxxxxxx'x - Xxxxxx Terrace, FL
As further set forth in paragraph 2 hereof, Fund XIX agrees to
require any lessee of the Premises to name Xxxxxxx as an insured
or additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XIX shall use
its best efforts to obtain endorsements adding Co-Tenants to said
policies from lessee within 30 days of commencement of this
agreement. In any event, Fund XIX shall distribute any insurance
proceeds it may receive, to the extent consistent with any lease
on the Premises, to the Co-Tenants in proportion to their
respective ownership of the Premises.
2. Income, expenses and any net proceeds from a sale of the
Premises shall be allocated among the Co-Tenants in proportion to
their respective share(s) of ownership. Shares of net income
shall be pro-rated for any partial calendar years included within
the term of this Agreement. Fund XIX may offset against, pay to
itself and deduct from any payment due to Xxxxxxx under this
Agreement, and may pay to itself the amount of Xxxxxxx'x share of
any legitimate expenses of the Premises which are not paid by
Xxxxxxx to Fund XIX or its assigns, within ten (10) days after
demand by Fund XIX. In the event there is insufficient operating
income from which to deduct Xxxxxxx'x unpaid share of operating
expenses, Fund XIX may pursue any and all legal remedies for
collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Lessee under terms of any triple net lease agreement initiated
concurrently with, or subsequent to, this agreement.
Xxxxxxx has elected to retain, and agrees to annually reimburse,
Fund XIX in the amount of $700 for the expenses, direct and
indirect, incurred by Fund XIX in providing quarterly accounting
and distributions of Xxxxxxx'x share of net income and for
tracking, reporting and assessing the calculation of Xxxxxxx'x
share of operating expenses incurred from the Premises. This
invoice amount shall be pro-rated for partial years and Xxxxxxx
authorizes Fund XIX to deduct such amount from Xxxxxxx'x share of
revenue. Xxxxxxx may terminate this agreement at any time and
collect it's share of rental stream directly from the tenant.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XIX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XIX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Xxxxxxx shall be
entitled to receive 14.4270% of all items of income and expense
generated by the Premises, and Fund XIX shall be entitled to
receive 20.6379% as its share. Upon receipt of said accounting,
if the payments received by each Co-Tenant pursuant to this
Paragraph 3 do not equal, in the aggregate, the amounts which
each are entitled to receive with respect to said calendar year
pursuant to Paragraph 2 hereof, an appropriate adjustment shall
be made so that each Co-Tenant receives the amount to which it is
entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XIX, shall,
within fifteen (15) business days after receipt of notice, make
payment to Fund XIX sufficient to pay said net operating losses
and to provide necessary
Co-Tenant Initial: /s/ WHB /s/ TEB
Co-Tenancy Agreement for Xxxxxxxx'x - Xxxxxx Terrace, FL
operating capital for the premises and to pay for said capital
improvements, repairs and/or replacements, all in proportion to
their undivided interests in and to the Premises.
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant (including Co-Tenant Xxx Revocable Trust
which owns an undivided 16.3636 percent interest in the Premises,
subject to a Co-Tenancy Agreement with Fund XIX dated January 11,
1994, and including Co-Tenant Xxxxxx X. Xxxxxx which owns an
undivided 15.4545% interest in the Premises, subject to a Co-
Tenancy Agreement with Fund XIX dated March 31, 1994, and
including Co-Tenant Xxxxxxxx X. Xxxxxxxx which owns an undivided
15.4545% interest in the Premises, subject to a Co-Tenancy
Agreement with Fund XIX dated September 28, 1995 and including Co-
Tenant the Xxxx Xxxxxx Trust which presently owns an undivided
11.9455% interest in the Premises, subject to a Co-Tenancy
Agreement with Fund XIX dated December 7, 1995 and including Co-
Tenant Xxxxx Xxxxxxxx who owns an undivided 5.7170% interest in
the Premises, subject to a Co-Tenancy agreement with Fund XIX
dated June 7, 1996) shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
the expiration date plus extensions of the net lease agreement or
upon the sale of the entire Premises in accordance with the terms
hereof and proper disbursement of the proceeds thereof, whichever
shall first occur. Unless specifically identified as a personal
contract right or obligation herein, this agreement shall run
with any interest in the Premises and with the title thereto.
Once any person, party or entity has ceased to have an interest
in fee in the Premises, it shall not be bound by, subject to or
benefit from the terms hereof; but its heirs, executors,
administrators, personal representatives, successors or assigns,
as the case may be, shall be substituted for it hereunder.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XIX:
AEI Net Lease Income & Growth Fund XIX Limited Partnership
1300 Minnesota World Trade Center
00 X. Xxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
If to Xxxxxxx:
Xxxxxx and Xxxxxxx Xxxxxxx
0000 X. Xxxx Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Co-Tenant Initial: /s/ WHB /s/ TEB
Co-Tenancy Agreement for Xxxxxxxx'x - Xxxxxx Terrace, FL
If to Xxxxxxxx:
Xxxxx Xxxxxxxx
00000 Xxxxxxx Xxxxxx X.
Xxxxxxx, XX 00000
If to the Xxxx Xxxxxx Trust:
Xxxx Xxxxxx
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
If to Xxxxxxxx Xxxxxxxx:
Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxx
XxXxxx, XX 00000
If to Xxx Revocable Trust:
Xxxx X. or Xxxxx X. Xxx
00000 X. Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
If to Xxxxxx X. Xxxxxx:
Xxxxxx X. Xxxxxx
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx, XX 00000
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. Fund XIX may offset against, pay to itself and deduct from
any payment due to Xxxxxxx under this Agreement, and may pay to
itself the amount of Xxxxxxx'x share of any legitimate expenses
of the Premises which are not paid by Xxxxxxx to Fund XIX or its
assigns, within ten (10) days after demand by Fund XIX. In the
event there is insufficient operating income from which to
Co-Tenant Initial: /s/ WHB /s/ TEB
Co-Tenancy Agreement for Xxxxxxxx'x - Xxxxxx Terrace, FL
deduct Xxxxxxx'x unpaid share of operating expenses, Fund XIX may
pursue any and all legal remedies for collection.
12. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
Xxxxxxx Xxxxxxx H. and Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X Xxxxxxx
Xxxxxxx X. Xxxxxxx
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx
Witness By: /s/ Xxx X Xxxxxxx
STATE OF ) [notary seal]
/s/ Xxxxxx X. Xxxxxxxx
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 12th day of November,1996, by Xxxxxx X Xxxxxxxx,
Notary Public.
Fund XIX AEI Net Lease Income & Growth Fund XIX Limited Partnership
By: AEI Fund Management XIX, Inc., its corporate general partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
Witness By: /s/ Xxxxxxx Xxxxxxxx
Witness By: /s/ Xxxxx X Xxxxxx
State of Minnesota )
) ss.
County of Xxxxxx )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 18th day of
November, 1996, Xxxxxx X. Xxxxxxx, President of AEI Fund
Management XIX, Inc., corporate general partner of AEI Net Lease
Income & Growth Fund XIX Limited Partnership, who executed the
foregoing instrument in said capacity and on behalf of the
corporation in its capacity as corporate general partner, on
behalf of said limited partnership.
/s/ Xxxxx X. Xxxxxxx
Notary Public
[notary seal]
Co-Tenant Initial: /s/ WHB /s/ TEB
Co-Tenancy Agreement for Xxxxxxxx'x - Xxxxxx Terrace, FL
Exhibit A
Lot 1, of Terrace Walk, according to map or Plat thereof as
recorded in Plat Book 70, Pages 33-1 and 33-2, of the Public
Records of Hillsborough County, Florida