Prepared by and return to:
Xxxxxx Xxxxxxx Xxxxxxxxx, Esq.
McGuireWoods LLP
00 Xxxxx Xxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
AMENDMENT TO BUILDING LEASE
---------------------------
(155 East 21st Street, Jacksonville, Florida)
This Amendment to Building Lease is entered into by and
between FLORIDA ROCK PROPERTIES, INC. ("FRP") as Landlord,
and FLORIDA ROCK INDUSTRIES, INC. ("FRI"), as Tenant, this
4th day of October, 2006.
RECITALS:
---------
FRI, as Tenant, entered into that certain Building
Lease with FRP, as Landlord, dated April 1, 1986, recorded
in Official Records Book 6152, page 914, as modified by
Building Lease Modification Agreement dated December 3, 1986
recorded in Official Records Book 6254, page 2075, all in
the public records of Xxxxx County, Florida and as further
modified by unrecorded Addenda dated July 1, 1987; October
1, 1989; April 1, 1991; August 20, 1992; September 1, 1992;
October 1, 1993 and April 1, 1996 (collectively, the
"Lease").
FRI and FRP desire to further amend the Lease as set
forth below.
NOW THEREFORE, in consideration of $10.00 and other
good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned agree as
follows:
1. Recitals. The foregoing Recitals are true and correct.
2. Extension of Term. The term of the Lease commenced on
April 1, 1986, and is hereby extended for an additional ten
(10) years. The term of the Lease will expire at midnight
on March 31, 2026, unless sooner terminated as provided
therein.
3. Base Rent During Extended Term. Beginning on April 1,
2016, and continuing on the first day of each consecutive
month thereafter through March 31, 2026, the monthly Base
Rent for the Demised Premises for each month shall be the
same as the monthly Base Rent which was due for the month
beginning March 1, 2016. All sales tax due on the Base Rent
shall be paid to Landlord with each installment thereof.
4. Assignment. Tenant shall not assign its interest
under the Lease without the prior written consent of
Landlord, whose consent shall not be unreasonably withheld
or delayed. Landlord agrees that it shall not withhold its
consent to assignment of the Tenant's interest in the Lease
to a proposed assignee whose financial resources make it
reasonably capable of performing the obligations of Tenant
under the Lease. Subject to
the rights of Tenant as set
forth in Section 5 below, Landlord shall have the right to
assign its interest in the Lease to a party who purchases
fee simple interest in the Demised Premises.
5. Option.
Landlord hereby grants to Tenant a right of first
refusal to purchase the Demised Premises pursuant to and on
the terms set forth as follows:
5.1 If Landlord receives a bona fide offer from a
third party to buy the Demised Premises and Landlord desires
to accept the offer, Landlord will first make a written
offer to sell the Demised Premises to Tenant (the "Offer
Notice") on the same terms as the third party offer (which
Offer Notice shall include a copy of the third party offer,
if such offer was made in writing, or otherwise shall
include detailed description of the terms of the offer.)
Tenant will have thirty (30) days after receipt of such
Offer Notice within which to accept such offer by written
notice to Landlord. If Tenant accepts such offer as set
forth in the Offer Notice, Tenant shall be obligated to
purchase the Demised Premises in accordance with terms of
the offer. If Tenant fails to accept such offer within the
time period provided for acceptance by Tenant, Landlord
shall thereafter be free to sell the Demised Premises to any
party within one year of the Offer Notice, to any person or
entity, provided the purchase price accepted from such third
party is not less than the purchase price at which the
Demised Premises were offered to Tenant, and the terms other
than the purchase price are not materially more favorable to
a buyer than the terms offered to Tenant.
5.2 Notwithstanding anything to the contrary set forth
herein, Tenant shall have no right to exercise its right of
first refusal if Tenant is in default under this Lease
beyond any notice and cure period provided herein.
5.3 Tenant shall not have a right of first refusal to
purchase the Demised Premises in the event of a foreclosure
sale by, or a conveyance in lieu of foreclosure to, any
mortgagee having a lien upon the Demised Premises, but
Tenant shall have the right to bid at any foreclosure sale.
5.4 If Tenant declines to exercise this right of first
refusal and Landlord thereafter sells the Demised Premises
as permitted by Section 5.1, Tenant's right of first refusal
shall terminate effective upon such sale of the Demised
Premises.
6. Lease in Full Force and Effect. Landlord and
Tenant acknowledge that the Lease continues in full force
and effect in accordance with its terms, as modified herein.
In the event of any inconsistency between the provisions of
this Amendment and the provisions of the Lease as it existed
prior to this Amendment, the terms of this Amendment shall
prevail and be deemed to modify inconsistent terms of the
Lease as it previously existed.
[Signatures on Following Pages]
IN WITNESS WHEREOF, the undersigned have entered into
this Amendment as of the date set forth above.
Signed, sealed and delivered FLORIDA ROCK PROPERTIES, INC.
in the presence of:
____________________________ /s/ Xxxx X. Xxxxxxxx
Print:_______________________ By:________________________________
Print: Xxxx X. Xxxxxxxx
Its: Chairman
____________________________
Print:______________________
STATE OF FLORIDA
COUNTY OF XXXXX
The foregoing instrument was acknowledged before me
this ____ day of October, 2006, by ______________________,
as ___________ of Florida Rock Properties, Inc., a Florida
corporation, on behalf of the corporation. He/She ( ) is
personally known to me or ( ) has produced a valid
Florida Driver's License as identification.
_______________________________
Print:_________________________
Notary Public, State of Florida
My commission expires:___________
Serial No._______________________
(Notarial Seal)
Signed, sealed and delivered FLORIDA ROCK INDUSTRIES, INC.
in the presence of:
____________________________ /s/ Xxxx X. Xxxxxx, Xx.
Print: _____________________ By: ________________________________
Print: Xxxx X. Xxxxxx, Xx.
Its: Executive Vice President
____________________________
Print:_____________________
STATE OF FLORIDA
COUNTY OF XXXXX
The foregoing instrument was acknowledged before me
this ____ day of October, 2006, by ______________________,
as ___________ of Florida Rock Industries, Inc., a Florida
corporation, on behalf of the corporation. He/She ( ) is
personally known to me or ( ) has produced a valid
Florida Driver's License as identification.
______________________________
Print: _______________________
Notary Public, State of Florida
My commission expires:_________
Serial No. ____________________
(Notarial Seal)
