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SUB-LEASE AGREEMENT 'I r --- , , . SUB - L.f;4SE AGREEMENT THIS SUB-LEASE AGRlEMlNT made this L day of FEBRUARY, 1976, between AL ROGERO ANt) ASSOCIAT~. S. INCr., ~ Pj1orida_~~~rporatlon, .Jr:J~e(A. f<,otf rr.rJ. t::.... herein referred to as ttLESSIIu and &.er"e~8tiOft, here,in referred to 8s"SUB-LESSBEn. WHERKAS, by a lea.. 1nstru_nt dated the 19th day of JULY, 1973 and recorded in 0..1. look 4102, page 819, Public Records of Pinellas County, Florida. and a.nded by an Amendment dated in February and March, 197.5 (together hereinafter referred to as the "NALL LEASEn). by r.ferenee fully incorporated herein and made a part hereof, GBlTRUDE S. HALL, j ained by her Husband, JAMES B. NALL, leased unto ,ALBBRT L. ROGERO JR., Trustee, for a lease term of flfty-ftve.(55) years the certain real property situate, lying and being1D Pinellas County, Florid~, and described in said NALL LlASE; and WHEREAS, by an Ass ilhll8nt dated the 23rd day of APi It , 1975, and recorded in O.R. Book 4285, page 60, Public Records of Pine lIas County, Florida, the sald LESSEE, ALBERT L. ROGERO JR., Trustee, assigned ..id 1.... and his leasehold interest therein unto the parties therein set forth, being AL ROGERO AND ASSOCIATES, INC., a Florida corporation, a three-fourths (3/4) interest in laid lease; J. A. HADLEY SR. and BRADY NELSON, a one-fourth (1/4) inter..t il'l,.aid lease and leasehold; and to AL ROGERO AND A~SOCIATES, INC., a Florida corporation; and . I., -1- .~ , t WHEREAS, copies ofs.ld original Lease instrument and the Amendment thereto, cODstltut1na together the NA.LL LEASE, and of the Assignment of Lea..hol~ and Sub-Lease Agreement are attached hereto and mac"d, re.pectively, Exhibit At Exhibit B, Exhibit C and Exhibit D:..~:..f.eh are by reference fully incorporated herein anet made a part hereof and, WHEREAS, it is the intention and desire of the parties hereto that the LESSEE un"-r this Sub-Lease Agreement shall sub-lease its interest tn ,aid lease and leasehold property as to that portion of tbe property wh:1ch is more particularly herein described unto tau. $ub~Les.ee hell'ein. NCM THEREFORE, for and in consideration of the mutual covenants herein contataed:_d in cona1.deration of payments and undertakings herein -4- and to be made t the parties have respectively promised \BItp_d.covenanted and agreed each with the other as follows: JUtTIC.LE .! , , Demise by the Lessee: Upon the terms andCOl'l~~ttOD. hereinafter stated, and in consideration of the pa)'1D8Qt.lrom time to ti_ of the rents hereinafter stated, and fot, al\d in cODsideration of the prompt performance by the Sub-Less.. to be kept and performed, the performance of each of which i. declared to be an tntegral part of the considerattOD~ob. furnished by the Sub-Lelsee. the Lessee doel hereby 1..... let and demise unto the Sub-Lessee, and the Sub-Lessee does "b..reby lease of and from the Lessee t the following described pr..1a... situate, lying and being in Pinellas County, Florida. to wit: Legal description contained on Exhibit trAil attacbed hereto. -2- ,:q~~;<'! ,i',;~";.v II I , .\ I I /~' day of the month in \th~~i8 lease i8 signed. 4. Upm SUC}j~(:V' J;t;'as Sub-Les.ee shall enter upon the subject property Mor the purposes 'of clearing, construction, or beautification, Sub-Les.e. shall pay the sum of FOUR THOUSAND EIGHT HUNDRED ($4,800.00) DOLLARS which sum shall apply upon Lease, and for the last full or FIFTY-SECOND (52nd) year of this sium1taneously pay the first month I s rent due hereu1:~v(I,) ..i Rental shell be paid to Lessee et 1499 Gulf-to-Bay f\ J"v- the rental B. Blvd., Clearwater, Florida 33515 or at such other place or places as the Lessee may from time to time in writing specify to SUb-Lessee. All rental shall be payable without notice or demand. Any rental payment, if not paid within thirty (30) days after its due date, shall bear interest at the rate of ten per cent (lot) per annum until paid. c. All rentals .hall be payable in current legal tender of the United States a. the same is constituted by law at the time the rental becomes dUfit it extension, indulgence or chan~e by Leesee in the mode or time of payment of the rental upon any occasion shall not 'be construed as a continuation, waiver, or as 8 waiver of theprovisioos of this paragraph, or as requiring a similar change of indulgence by the Lessee on any subsequent occasion. AlTICLE IV Lea.ee 's Lien for Rent: The Lessee shall have the first lien, paramount to all others, except as limited by the terms of the Lea~e recorded in O.R. Book 4102, pap, SIt, Public Records of pJlnellas County, ]1'1orlda, on every right and interest of the Sub-t.essee (includin~ but not limited to Sub-tessee t s r~"b;"to receive ~'nd collect rentals from other persons) in and to this LEASE ~md on the ...5- , , buildings placed on the premises, and on any furnishings and equipment, fixtures or per.onal property of any kind or equity therein, brought on the premiae. by the Sub-Lessee as part of the equipment used thereon; whic.h lien is granted for the purpose of securing the p~nt of rents, taxes, assessments, insurance premiums, chargea, l1ens, penalties, and damages herein covenanted to be paid by the Sub-Lessee, and for the purpose of securing the performance of all and singular the covenants, conditions, 8IIdoblig8tions of this LEASE to be performed and observed by the Sub-Lessee. .~1,'~CLE Y Taxas and Asse..me~t8 P~l~bJe gv Sub-Le.~.e: A. The Sub-Less.. covenants and agrees to pay the sum of elm HUNDRED ($lOO'.OO) DOLLARS a year to be applied towards the payments of real estate taxes. Said sum shall be increased every three (3) years on the basis of the percent... increase as det.~tned by the U.S. Department of Labor Index as more fully .et forth in the rent provisions of ARTICLE III, Paragraph 3 herein. The Sub-Lessee further covenants and agree. to pay .1l special assessments which may be asse.sed and imposed by any lawful and duly constituted authority alain.t the d..l... premi... and further alr_es that if it cODstructs any improvements on said premises that it will pay all taxes and IpM1al a8eessmente which may be assessed and impo8ed agaiD8t thedem18ed premie.s and improve- ments and all furniture, furnuhtnp and equip.Mmt situate on J belonging to, and used inCOQaftction with said demi8ed premises. All such taxes, a\nd apeci81 asse88ments shall be paid by the Sub-Le8see and 0'f1eia1 receipts evi.dencing such payment -6- , \ . delivered unto the Less...~ the place where rental payments are required to be made. at least thirty (30) days before the date on which the tax or a...s..-nt would become delinquent in accordance with the law then.. in force governing the payment of such taxes or 4SS8..-.ntS. It is agreed, however, that if the law provide., that such, taxes and assessments may be paid in installments rather than by a lump sum, that the Sub-Lessee may ,at its option t p.y.uoh t... and/or assessment. by installments. B. If the Sub-leI'.. desires to contest the validity of any of the aforesaid taxes or a..ess_nts, the Sub-Lessee may do so without being ill default hereunder a8 to its obligation to pay taxes and as.essMnta, provided the Sub-Lessee not only institutes appropriate legal proceedings to contest the validity of the tax or as.e.sment, but deposits into the Registry of the Court at least thirty (.30) da". before the contested tax or assessment would b.c~.de11nqf,l8nt for nonpayment, an amount which i8 sufficient to pay 1n full the contested tax or a..essment, including all penalties and Court costs if the adjudication in said proceedinls should be adverse to the Sub- Lessee, and also obtains an injunction to prevent the sale of the demised premises by reason of nonpayment of the tax or assessment being contested in such legal proeeedings. If such legal proceeding8,,'bould 'be dismissed for any cause whatsoever, or the fund placed into the Regiatr11 of the court be returned to the Sub-LeIse., the tax or assesslment which was the subject matter of said lit1gation shall ble paid by the Sub-Lessee upon or prio1l'tto tbeflnal dismiss.al of. such legal proceedings or the return of the moneys placed ~ith the Registry of the Court to the Sub-Lesaee--whichever shl1lll first occur. -7- , , A copy of the Bill of eomp1aint, Injunction Order, and receipt for payment of moneys into the Registry of the Court, shall be furnished by the Sub-Lea..e, at its expense, to the Lessee at least thirty (30) dayspriC)1' t,othe date em which any contested tax or assessment may bec~ del1Dquent. c. The Sub-L.ss.. sball not be obligated hereunder to pay an income, inheritance. e..tate or suceess ion tax , or any other tax which may be tevied or assessed against the Lessee ",ith respect to orbecau'.iQf t.be income derived from this LEASE. (Exae.pt as provided in ARTXetE XXVIII.) "T~LE VI Sub-Le..ee to Car1l7lAA~il:t~I..,.urance: , The Sub-Le.... cov.utO" ,and .,rees that it 'Will, at its expthlse, and at a.llt... '1MIt and keep the LeBS.. free and har~s. from any aod all 4..... and liability occasioned by the use of the saiA pre.....;,nd shall ind_.if,. and keep hartnle.s the Leas.. frcmaand ...met any 10s8. eost, damage ; -j-- aod expense arlainl out: of_d in connection with any buildings aDd imprave.n.ta 1.1"", '..id,pr.....e. and out of any accident cauaiag injury to any ".1::'. ',QI' property wbOlUoever or whatsoever, and due directly or ind1reotlyto the u.. or occupancy of said pr....... J and the SUb-Le:.... coy_ate and agr... to provide polieia. of inauraDce I_tnrall,. known as public liability policies, andlor owner, lm:ldlord:MId t-..t policies, and elev.tor and boiler policies, in.urial the Sub-L..... aDd the Le..ee against all claims end de...nc:ta _de by.,. peirson or perlons, whomsoever for injuries rJOeivad inconnecttoa wtth the operation and maintenance of the f.1IpJrov"~. ,.d buildings located upon the demised premieel, and all boilerlad elevators located therein, ...8- , , to the extent of not le.s than THllEI HUNDRED THOOSANDAND NO/lOO ($300,000.00) DOLLAllS toc..,.r tbe41aim or da_ge, for personal injuries from any 8insle. .peclf:l.c cau.., to anyone (1) person, and to the extent of np, less ~ha.n FIVE HtJNDRED,THCXJ'SAND AND NO/lOO ($500.000.00) DOLLARs tbo cover, in connection with any , one (1) particular 4cqidhti; or occurrence, the total aggregate of any claima for per.ooaJ.:hjuies that may artse or be claimed to have arisen again,lt tbBt,es... or the Sub-Lessee as aforesaid. Said insurance shall al,o.povidefor FIFTY THOOSAND AND NO/100 ($50.000.00) OOLLAl! prope~ty damage tn,.ance. Said insurance to be written in c01ll'8n188 acceptable to Le..ee . @.Tl~ VII Sub~Le...e to.Ma~t~~~~~,t 'I1te Sub-Less..e__... ed agree. with thelA..ee that it will at all tl.. dur1a.t. t1Je .I'm of thi8 LEASK bep, at its expense, all buildina' 01' ,-*ovement. hereunder, insured against los, by fire, wiadstor-..", ot.her ,8uch hazards, casualties and contlngencies a. _"be .J:.~ by Lea..., and to pay promptly when due all pre.... fo~ _h,.m..ance. All of said insurance shall be written b7 . ~,....,. '01: cOIIpan1e., qu411fte4 to do busines. in the S tatee 01, ,,-):w. and approved by the Lea.e.; and furt_r. all of .atd iDaQJa... :.ball be for 8uch a__t. as may . ,,'" . be nece..ary to _t ..... fully c01Iply wlth .11 coin,uranee require_nta contained foil ~ld polleie8 to tbe end that neither the Le.... nor the Sub-u..... t.. . coin.u..r thereunder. Each policy of tn.uranc. .bal1 be. ,*yabl., ill tbe event of 108., subject to tb. ter. of':_tra.tltutianal morta..e which may encumber the property, jointly to tbeLeas.. 8t1&d' to the Sub- Les.e., as their intere.ta.,. appear. The f\Bld. received from the i:rt8u~ial cOllpaQJ' .~11be avai!lab 1. to the Sub-Lessee for the repair, repl.e.lJt.. .. the calle may be, of the da_ged property, and shall b. ~:l.cll~OII tt_to time 011 requisitions -9/'" .,'( )0 J , , of an architect licensed in the State of Florida and employed by the Sub-Lessee to supervise the work of repair or replacement. The Sub-Lessee agrees, however, that no work of repair or replacement will be undertaken or started until such time as Lessee has been fully sattsfled that the total cost of such work has been fully provided by the Sub-Lessee, including the funds received from the tn.urance company. The Sub-Lessee agrees to repair and replace said property as often as the same be damaged, and agrees that the damaged property, repaired or replaced, will be of equal or gr.ater value than that damaged. The Sub-Lessee agr... to commence the repair or replacement of the damaged buildiDg within three (3) months from the date on which the 1088 shall have been paid by the insuring company, and shall diligently proceed with the work of repairing or replacing the da..ged property 80 that the same may be completed promptly and without undue delay. If the Sub-Less.. should fail or neglect for any reason to COlQII8Dce the repair or replacement of the damaged property, or having c01DDl8nced shOuld fatl or neglect to proceed with the completion of the ...., the lA.... IDSY, at its option t terminate this LEASE. and retain all lnaurance proceeds as liquidated damages resu1tiDg from the failure of the Sub-Les..e to promptly and within the time specified, ,wder,take andeomplete the work of repair or replacement. Whenever the Sub-Le.... haa completed the repair or replacement of damaged property. and the cost of auch repair or replacement has been fully paid. Leasee agrees that any insurance proceeds then remain1ns .hall be paid over uoto the ...10- , I sub-Lessee. (For the c01ll'lete ot: substantial rep~cement of damaged building, see AltTlq.l XIh.reaf). .' ARJ~~.V~ll Pa~t of Tdts ~n~ 1n~'P'_~.. Pl'e..f,ulllp:r l.4....: It i. speclfieal1y-sr..ct ,that if the Sub-Lessee Ibould fall, refuse. or n.s1_tto ~1 within the time or in the manner specified, any tax or 8~i.al,...e..,mentrequir.d to be paid under the provialQD8 of tld.' I~_ by the Sub-Less... or fail, refuse, or nea1ect topa,. tbep~luma fOl' allY policy of insurance required to b.,_~~.,~ under the provl.ions of this LEASE by tbe Sub~1AI".., tbat the Lea.." may ,at its opt ion , pay such tax, s~i.l ......ment J or inIUJ:... p~.ud.um. All monies 80 paid by Le..... ~cl...~1 reasOQable attoney's fees, and all expenses incurred. ..... of, or in connection with, such payments. shall be_.~bt"~lt 8.t the rate of ten per cent (10'1) per annum. The .~. of any such tax. special assessment, or in.urance prem1ut1 bY:tCb..,::tAt. .s_. ,sball not waive the default , : :r 'q thus cODDitted by i the 8_-,1.......,. or be considered .s relieving the Sub-Les..e frOlD the~o'-1!1Iatlon of paying_uoh tax, asseslment, or insurance premium. ,~11~ . IX Premises to be Used for Le.l.~l'pole8. Only: The Sub-Lei see c~~ts that it will fully conform and comply with 41.1 ord:Ln41l.. ilnd laws re ~8ting to the use and occupancy of the demteed premt.... or ~tr1y iUlprovements to be erected upon the .ame, and further that the lame will not be used for any illegal or lllllllOr,l purpo..e t business or occupation. A violation of tht. AiRTICLE ,shall ope:r:ate as a breach of this -ll... , , LEASE only in the event that the use and occupancy of the demised premises shall be abated or closed by the proper legal authorities for any illegal or itllDO~al purposet business or occupation. ARTICLE X Conde~ation Cl.us~: If at any time durinl the continuance of this LEASE the legal title to the demi..d..eal estate or the improvements, or building or buildings located thereon. or any portion thereof, be taken or appropriated tbroush the .xerc is. of the power of Eminent Domain, there ehall b. 8uch division of the proceeds and awards in such cond.._tion proceedings. and luch reduction of rent and otber adju.~mant8 made as shall be jUlt and equitable under the circumetanc... If the te.... and tbe Sub-Lessee shall be unable to agree upon tbe foregoing within thirty (30) days after such award has been _de, or money bal been depo.lted into the Registry of the Court :Lnwhich tb. condemnatioo. proceedings shall have b.en had, then the matters in dispute shall, by appropriate proceedtna~. be .ubmitted to the Court having juris. diction of the matter in 'QCh controversy in Pinellas County. Florida, for its d..181on of the matters in di8pute. If the legal title and ownerlhipof all the demised premise. should be wholly taken by cOIlde_atl_ proceedings, thi. LEASE shall be cancelled. The partie. hereto intend. and by these pre.ents, do agree that although the title to 81:lY improve_nte placed by Sub...Lessee upon the demleed p.emi.es will,upon the termination of,this LEASE P&SS to the tee.e.. th.t nevertheless. any award " given for the c01tdeumatlon. of all or any' portion of a building, less existing mor*...., th'r.Ql\. ahall pae. and belong to the Sub... -12. , , Le..ee I end that any 8Wa!:'dgiv"n~or the condelllDeUon of the , lend, inc lud ing Leas..'. iQtere.t in this LEASE, .hell pass and belong to the Lea.... A. Notwithstanding -.,prov{sion otherwise contained herein, there shaU be nOrecfbCUOIl in rental unl..s the ares of land teken through cOIlde_tioo exceeds TEN PER CENT (10~) of the total aree of land eclat.u..d within the description shown on IlXHIBIT "An hel'Alto. III the event lend tebn by condelll1ation exceeds UN PER.CIN'r (lot) of lands described in EXHIBIT "A", then reo tal will be reduced in the .... retio thst the aree of. lend tabn bears to the total land eree aOOtsined in EXHIBIT "Au. ART~C~ XI Demolition Clause: The Sub-Leaaee ear... ~ although it is it. duty to keep .nd lIllIIintain in good "epa4" .11 blltlding. end impr""e..nts situete on the ~emised premises, tbatthl. shall not be construed as emp""""tng Sub-Lessee to teer down, ...troy or remove any building hereafter loceted on the de!lli.... praad..es, or to teer down, remov.o~ de.troy eny .ub.taU.l Pert or perts of suc:h bUilding, or to cause any item of ~.r r.patr or alteration to be made thereto unless and until the S.-tU.H: A. Delivers plan. and spe-=ifleation. covering the new building or new COIIstruction to the Le.see et les.t thirty (30) deys before the work propoaecl' tOo be done pursuant thereto is actually commenced. B. Submits proof satt.f.c~ory to the Les.ee that the construction costs or val\ue of the new bUilding which is to replace the one demoliehed ~h.ll he equal to, or greeter then, -13- - .."" q-." ". I) ~ the value of the bUilding to be degolished. C. Sub~its proof eatis.actory to the Lessee thet any IIIIIjor repeir or altereUonto abuilding is of such nature so that the velue of the building, -nen the IIIIIjor repsir or elteretion has beeu COIllp1ec:.d,. will be equal to, or greeter than, the value of the building prior to the CDqaencement of the major repatror alt.~.t1on. D. Gives, such ea.urence e. IIIIIY be satisfectory to the Les.ee thet a building. if demolished, will be repleced by a new bUilding. Sub"Lea.ee eg.....to fUlly.eOlllply with the pr017isions of thi. ARTICLIi: XI of th....,w. before c~ing the Con- - . struction of e building to replace on. demolished, or ..jor repair Or elteretion to ethen existing building. The partie. do IIl\lt;Ilelly aaree that the term "lII8;for repeir" and the ter~ "alt.ratlon" 88 u.ed herein .hell be defined for the purpoae of this UlASE .. ._ing only those in.tances wh.rein the co.t of the worle UnrolVlld exc..d. the sum of mil THOOSAND ANn NO/lOO ($10 f 000,.00) DOLLARs. ~ICLl X~I BUildf.naJY1.nte11aQC!. : The Sub-Les... c'"'-ta .. agree. thet it tdll not saffer Or P8l'111it arty strip. -t. or Ileglect of arty bUilding on the demised premi... to be COBbitted, end further thet it will at all tilas. keap 8IId "intaill in a good stete of repair any bU1.1d~g located thereon. ~ARTICLE XIII gaven"nt of Quiet E~}'IIIent: The Les.ee covenant, that e. lOng e. the Sub-te..ee keeps ..14- , , and performs all of the cov.nants and conditions by the Sub-Lessee to be ka,pt and perfbrmed under the terms of this LEASE t that the Sub-Les.:e. shall have quiet t undisturbed and continuous pOlsession of the premi.es. _CLl, XIV Les.e..s Right of.EJ'at~: 'lbe Lessee ,or it..nt. shall have the right to enter upon the premi... ,at al!!,.........ble time. to examiDe the condition , I and u.. thereof, provide4. ~r. that such ript shall only be eX8hised in such__I' aSllot to unreasonably interfere with the Sub-Leas.. .:I.I1I:be .... by Sub-Le.... of said premises. ARTX~ XV Leesee .. Right to .~~ R..~.ncY: Repairs: The Sub-Lessee agr... that if any build:l.ng on the demised premises should be damaged ~y fire, windstorm or other casualty and be exposed to the elAla_uts, and Sub-Lea see should fail to make the necessary .-1l'a~cy repaira to protect said property, I' ' , that the Lessee may tnsuch eVeRt enter upon said premises to make such emergency repairs. 1'he act of Lessee in making such emergency repairs .hall '~tba deemed to excuse the Sub-Lessee from its obligation to keepth.,preml.8. in repair; and Sub- Lessee sball, within five(S) d.,. after demand of the Lessee, reid>urse Lessee for the coat aa:d expense of such emergency repairs. .ARtICLE XYrI Notice: '!bat when eithe,l: of,thepart1ee de. ires to give notice unto the other in cOIlDee.lon.ttb, and according to. the terms -15.. ~ ,.."......- f ~ subject matter, that all such claims or liens will either be paid, bonded, or the Le.lor's and Lesse.'1 interest released from the effeet thereof within thirty (30) day. from the date on which notice was received by the Lessor and Lessee, that said claim was :filed in tbe Public Records, or suit instituted, a. the case mey be. ~ 'F'/III I:'" IndeRiification of Le'I'~ .~1W~Lubility: Sub-La..ee covenantf apd .,... with Lessee that, during the term of this Lea.e, the Suh-Les..e sball indeunify and save harmless the te....q.1u.t any and all cla1ml, debts, demands or obliga.tion'wbicb .Y be made against the Lessee or against the Le.lor', fee simple title or La.seets leasehold interest in the premi...,. as.-uing by reason of, or in connection with the making of this LEAII and the ownership by the Sub-Lellee of the interest created' h....b,.; and, if it becomes necessary for the Leesor and/or x...... to defend any action seeking to impose any such liability, the SUb-Lessee shall pay the Lessor and/or Lessee all cOlt8..of Couwtand attorneys' fees incurred by the Lessor and/or ~.... in effeeting such defen.., in addition to any other ......lob the Lellor and/or Leslee may be called upon to pay by rea." of the entry of a juds-nt against the Lessor and/or Le.... in the litigation in which such claim is asserted. In effect. the Sub-te.see covenants and agrees to ind.RiiEy and save harmle..th. 1.es.or and/or Lessee against any and all claims whicb, _y be _de against the Lessor and/or Lessee or against the pre.t... where such claims arise by reason of, or in connection with;, the OWDersbip by the Sub-Lessee of this LEASE, -17- f f and where such claima are asserted by any persons who claim by, through . under or 81atnltthe Sub-Le.,.ee t as distinguilbed from claiming solely under. by, thrOUF or against the Lessor and/or Lessee. ARTICLE XIX Retl1l'D of pre"d,aes to LtJ~.. upon E:Jtptr.tion of Lease: Sub-Lessee agrees 1.Jpon the. expiration of the term of this LEASE to promptly 4811".1' untO the Lessee the quiet and peaceable po....Bion of sll of thll, .mised premises. including sll buildings. fixtures and improvemeat..ituate thereon, in as good a state of repa1r and condition .. ,~""tted by the rea.onsble uae thereof; and further, that all bu:L141ngs. fixtures, improvements, furniture, furnishings and equi~t .,t~ situate and belonging to the demised premises Ibal1d.~4U..ately UpOD the expiration of this Lease pass to. and becOlIl8 the property of) the Lessee without compensation or payment to the Sub-Lessee therefor. AllnCLE XX .. J .~ Sub-Lessee'. Right to:Bul1~: sub-Lelsee is gi..,.n8 right to construct, at his expense, parking lots end other ..n1ce aress upon the property. primarily · the type of improve...ts sball be a parking lot and other service area8 and other service facilities designed primarily for the use and convenience of thtl occupants of an adjoining restaurant. Any and all buildings, str.ets, parking lots,sidewalks, access ways, aewers, water facilities:. or other such service facilities shall be constructed 10181y at the expense of the sub-Lessee 2nd no lien shall attach again8tthe tes.ee' 8 interesrt by reason of the per- mission herein given by L.s,ee to 5ub-l.esfjee to construct and complete the ;fsc1litle. 1Il8lld_d in this ARTICLE D. Any and sll construction end woJrk done pureWlt'lt to Stil :,-Lessee' 6 rights under this ARTICLE shall be lubjeet to the folIc wing: -18- , i I 1- , , A. Plans and 8pecifica~lons for the proposed improve- ments shall be prepared by an architect licensed to practice in the State of Florida. B. Any and all improvements shall lie solely within the confines of the demised premises and shall not be attached to any building situate upon an adjoining property. C. The plans and specifications for the proposed improvements shall fully comply with all applicable lawst governmental regulations and building codes. D. Prior to any construction, Sub-Lessee shall deliver to Lessee a co~plete set of plans and specifications for the proposed improvements for ~8see's reasonable approval. E. It is agreed that said construction and plans shall comply fully with the Building Code of the City of Clearwater and governmental authoritiee having jurisdiction of such matters. ~TICLEXXI 401l;ing : It is acknowledged~hat part of the subject property lies within the City Limits of the.City of Clearwater and part in unincorporated areas. Sub-Leasee may take such steps as might be necessary and as be may d.esire to annex the 'l.mineorporated areas to the City of Clearwater and to cause the property to be rezoned for uses compatible to those generally described j, in ARTICLE XX. Any such _exatioo, however, and any such rezoning shall be at the sole expense of the Sub-Lessee. Lesseet however, will cooperate an~ give such consents ~lS might be \, necessary in order to effect any such annexation and rezonin~. It is agreed that the rezoning sought shall be rezoning permitting the highest density allowable under the City of Clearwater Zoning -19- f , THIRTY (30) days after written notice of the default shall have been delivered to the Sub-Lessee, the Lessee may re-enter the demised premises and terminate this LEASE and all improve- ments erected on the prem!... shall revert to the Lessee, provided, however, that if any default of the Sub-Lessee is of such a nature that it cannot be corrected within the THIRTY (30) day period, the Sub-Lelsee shall be allowed whatever additional time is n.~...ary to cure the default; and provided, further, that if the le.lebold estate has been encumbered by a mortgage to a Mortgagee who has notified the Lessee of his or its mailing address. no tel'mination of this LEASE shall be made unless the default sball have continued for SIXTY (60) days after written notice of the breach to the Mortgagee. If the breach is of such a nature that it cannot be corrected by the Mortgagee without securing possession of the premises, the Mortgagee shall be graDted whatever additional time is required to secure possession of the premises and to cure the default, but upon demand of the teeaee, the Mortgagee shall post security in the amo\mt of ONE (1) year's rent if the default is not corrected within SIXTY (60) days of notice to it. In addition to th, .above right to re-enter and terminate the LEASE, the Less.. j in ease of a breach of any covenant to be performed by the g.ub-Lessee, shall have all other remedies afforded by the laws of the State of Florida Any notice elf def-.ult l'Etqui.red to be ~iven under this 'Lease to the Sub-Lessee shall a180 be given by Lessee to any financial institution having an .:Lnte~.st in the leasehold as might be de81~ated by Sul)-Lessee in writing by re~istered mail. -21- , , ARTIClE XXV Retum of Premises to lAlIl...e Utxm Prior Terminationaf Lease: The Sub-Lessee further agrees if the Lessee should declare this LEASE to be terminated and its term ended prior to the expiration of its term by reasOD of Sub-Lessee's breach of a covenant and condition a8 herein provided, and notice to such effect 1s given by Lessee to Sub-Lessee, as hereinabove provided to, within twenty-four (24) hours from the date of such notice, deliver unto the Lessee the quiet and peaceable possession of all of the demised premises, includin~ all buildin~9, fixtures and improvements, situate thereon, and all furniture, furnishings, and equipment thereunto belonging, in as good a state of repair and ,condition as permitted by the reasonable use thereof; and further that all buildings, fixtures, improvements, furniture, fumishings and equipment then situate and belonging on the demised premises, together with all rents, income and profits of said premises, whether accrued or to accrue from said demised premises and all insurance policies and the proceeds of any loss payable thereunder, shall at once pass to and become the property of the Lessee without co~enaation or payment to the Sub-Lessee therefor, not as a penalty or for forfeiture, but as agreed and liquidated damages! to the Lelsee because of the breach of this LEASE by the Sub-Lessee. The parties hereto recogni~e the impossibility of precisely 8scerta1nln~ the amount of damages that will be sustained by the Leleee resulting from a breach on the part of the Sub-Lessee, and desire to obviate any question or dispute concerning the amount of suehdama~es, and the cost and effect of such damdgesn.ulting fron~ the termination of this LEASE, and have, therl efore, taken these elements into consideration when mutually agreeln gto this provtsio".n of the LEASE. -22- , , If the sub-Lessee, or persons cla:tming by, thr.ou~;h, or under the Sub-lss$ee, should hold said premises, or any part thereof, one (1) day after the same should have been surrendered unto the Lessee, the sub-Lessee, and all persons claiming by, through or lmder the sub"'Leesee. shall be deemed guilty of forcible detainer of said premise. and be subject to eviction or removal, forcible or otherwise, with or without process of law. The sub-Lessee specif~8lly acknowled~es that all statutory proceedings in the State of Florida regulating the relationship of landlord and tenant, collecting of rent, and repossession of the demised premi'..<lI accrue to the Lessee hereunder. It is expressly 8g:reed that the various rights, options, and remedies of the Le~~ee contained in this LEASE shall be construed as cumulati". t at'ld no one of them shall be construed as being exclusive of tbeother, or of any right or priority allowed by law. -23- L I , . premises, the improve_uts and buildings locatedtherE!On, and the fumiture, furnishtags_ fixtures and equipment contained therein; and thereupon, it is! expressly covenanted and agreed that the Court shall forthwith appoint a receiver with the usual powers and duties of receivers in like cases, and such appointment shall be m8de by such Court as a matter of strict lien or to the solvency or insolvency of the Sub-Lessee, and without reference to the c~is8ion of waste, and without notice to the Sub-Lessee. The foregoing pledge and assignment of rent is conditional. and shall be operative only in the event of a default by the sub-Lessee of any of the terms of this LEASE. ARTICLE xxvg I ~l Sub-Lessee to Pay Att~la' Fee. and Other Expen.e~: If. at 1U1y time, by reaaODof the failure of the Sub-Lessee to keep and perform aD)' covenant or agree.nt which t under the terms of this LEASE, tM Sub-Les.ee is bound and obligated to keep and perform. it b,co_s necesaary for the Lesse. to employ an Attorney-at-Lawto,rotect b18 rights and interests in the demised premises, or to ..force any provision of this LEASE, or proceed \mder iitu any particular, then, in any of such events, the Sub-Les". agr.e. to pay unto the Lessee all costs of Court and reasonable attorneys' fees and expenses incurred or expended by tbe Lel.ee in taking such actions t provided that i the position iof ',the ~.... be .oatainad ,therein. A'at,ICLE XXVIII Sales and Vile Taxef~: In adfJlti. to tbe rental. to be patl(d under the provisions -2'~- ...... 1- . " I I I, of ARTICLE III hereof, Sub-Lessee shall pay any and all use taust sales taxes or any other such taxes imposed upon the rentals herein mentioned by the 'State of Florida or any other govemmental agenc:y having jurtsdiction thereof, provided, however t that theBe p%'4)Visions shall not be construed to require the Sub-Les8~e top.yany part of the income taxes incurred by Lessee by 1"..~on oftbe rentals received tmder the provisions of this LEASE. Any such sales taxes or use taxes shall be paid at the.a.. time the rentals are paid. Al!TICLE XXIX Incorporation of Basic Lea~e: This Sub-Lease is exp~e88ly made subject to all of the terms, conditions and limitations contained in the Lease Agreement between Lessee and Lessor dated the 19th day of July, 1973 and recorded in 0.1. Book 4102, page 819, Public Records of Pinellas County, Florida as amended by Amendment to Lease dated in Februeryand"March, 1975 ,.cQpies of which , are attached hereto ~(J/'_de apart hereof. ~rrICl.l,XXX Option to Lease Addltiona~P,"ro..(tl: Lessee does hereby ,rant unto Sub-Lessee .n option t.o lease an additional tract of land ilDlll8diately nc.'rth of the property which is the 8qhject of this Lea.. for a,period of five (5) years frOIl the dat. of the execution dfthis Lease and upon the condition that Sub~Less.e has fait~tully performed its obl1gatiOQ. under this Lease and is not in default hereof. Said.optlon. .ball be exer~i8able for like terms as contained in thttLea8e except that the ''base rt9ntal" - 2.5- ~ I I ~ ~ shall be TWO THOUSAND ($2,000.00) DOLLARS per year and the "base index" shall be the month in which 8aid option is exercised. The propertywbic1:l is the subject of the option is 8 tract of land 90 feet by 230 feet more particularly described in EXHIBIT "B" attached hereto and made a part hereof. ARTICLE XXXI Miscellaneous Covenants: A. All polici.s of insurance required hereunder to be carried by the Sub-Le.... shall bear proper endorsement showing the original Le.so.. t s insurable interest t the Lessee's interest, and that such interest is insured theretmder. In each instance the original policy, or copy thereof, shall be delivered to the Lessee prior to the effective date of said policy, and all renewal policies at least TEN (10) days prior to the expiration date of the policy being renewed, together with receipt showing p.,..nt of the premium. B. If Bankruptcyproc,edings , whether'voluntary or involuntary, or any other insolvency proceedings be brought against the Sub-Less.., and the Sub-Lessee fails to obtain dismissal of such proc..dinga within niIRTY (30) days from the date the 8ame ware instituted, then and in such event the Le..ee may, at its option, declare this LEASE terminated and its term ended. C. This constitute. the entire agreement between the parties, and the 8ame .hall be binding upon the heirs, successors, legal representatives and assigns of the parties hereto. D. Time is of the essence of this LEASE. -26- .:.~~~;> ........:......~J~~~~J,\)~t~;;,,\t)i,,:2.:.... . ";'\1 ': ....... ..... ~ .",...,' .. . . ......................,/.;.. . x. Le.... make. no repr.sentation nor warranty that >':,...;.,i,;'i.....'. . ".u".'_.'" "-. eaoroaem.nt., u.pon the property nor any 4Uput8 ~. . " ~i:.~..:, ..... ". '.,' . .;.i....,'~___J' ..to 'bcMIDd1l'1 ltn... Leasee shall not be .,'...:.~,!toc,,.,....tA.... fa ,the evet'lt t:bere 18 any 8uch ..croacb....t r.,~~~,:~""....\.("'i;\1'1/"'" . '~:""..". ,. .. .::{!.,.,;4Jit'7_~:dti...,.r ~OIlfuatOl\..to bouadaJ:Y lines of the property. ,,;~'.; . "'.,:":.~'.:.::,~~";:':;':}<:\:,, ,:" " ~. ' . '! ;::,.: '., '.' i;~~~~:"aD7,~h --rcNtC--i, Or dispute Or.' conf.""", "d. .; .'.... . . ',.' .., ...., . . ., .. . .. ' . '.'.' , " . ?'i ",,;M",:...eUdi_.:_nrta.tiOD or modlff.cat1oc of tbi. . (\k ';"~"I.';<_. ' . "ie",;.".. '.'C. . . .....,. .::'\I':}:'C:,' .',.' ;', .",'~.,\ ".", . . ,,"~ '" >:,(;;;Ji:"I' ."~'_:".I>"'" /,;,~,/;, "". .",' I" ,}C_..:~I ;W, th.:te..... and the Sub...r...... t i. . .:i~~"'~,\.',~~~"iJt;;:.::<:{'\.(:,.:t:>...1 ':, :tlt. 't ' '\~~, ~AI~l ~ . _~'..,,'.....:,_.''''..11 to the f....... WSI. ,,':V ..,('.", ,1, ;1 .~O? '1 . ,',,}:":':'.',: :"". i~' ..' :)~ <' ........', .,. tbia~' '., "~' .Ii.....:' :~ft~;j", ~i': "'---. · , ,.~'". . ; '!>>,;, , ,,;,' '.:':', . .' eiF\...,:., ." . 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"'",1' .' ii" ,,, ,.'i,:. ;.. .,.c' 'i"~' I , , I I " STATE OF FLORIDA ) COUNTY OF PINELLAS) On this 19~_ day of FEBRUARY, 1976, before me personally came AL ROGER~ known and who being by me duly sworn, did depos~ppd say that he resides in Clearwater, Florida; that he is the(tiresident of AL R~RO AND ASSOCIATES, INC., the corpo- ration described in and which executed the above instrument, and that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. MY-"~~~,!S's.ion expires: . . o ,-.~ )-.'- .~ _! /N~~f Pub11c, Stateo,f Florida at large , ~ ,'My ~9mm!G5ion'Expir" SeFt. 28, 1979 ~ ::~dbY . American Fil~ & CasuaJty Co. S'l:A1E OF . FL~IDA ) C~Y'OF PINELLAS) On this /9 da, of FEBRUARY, 1976, before me personally came JOSEPH RODRIGUEZ, to me known and known to me to be the person described in and who executed the foregoing instrument and he acknowledged before me that he exiouted the same for the purposes therein expressed. WITNESS my hand and o(ficial seal at Clearwater, Pinellas County, Florida, the day and year last above noted. My C~~;?D expires: , - ' -.~~-" , - ~.' ~~:!\I!:l!i;;;~'~le ~~r'.floricla at large :~ "'. ji,mmission EXpires Sjlpl. 28, 1779 :::.': ~~ Y:AA1ol.lc~ f<I8 &::CaMlIty Ca. - '- '-.... -'.. ..' . .. . ".. ~ -, "\ "^-q~.. I...Q -""-< -- .'~ --:-- -, -28- , , .. EXHIBIT "Au The West 90 feet of the South 230 feet of the following described property: A tract of land lying in the NE 1/4 of SEC. 17, Township 29 South, Range 16 East, encOIIpass1ng the S 1/2 of the SE 1/4 of the HE 1/4 le.. the South 330 FT. and less the West 447 FT; Also, the BE 1/4 of the NE 1/4'1.s8 the South 610 FT. and le.. the West 447 FT. And the South 330 FT. of the SE 1/4 of the NE l/4 less the West 447 FT. and 1... Road. and less the West 300 FT. of the East 333 FT. of the Hott~ 250 FT. of the South 300 FT. All being more particularly d..crtbed as follows: Commencing at tht SE ~oro8r of the NE 1/4 of said SEC. l7, run N OU 37'0)" E alOllS the East boundary line of said SEC. 17, 300 FT.; thence run N 890 22' 57" W, 33.00 FT. tothe,Point-of"Beginning. From said P.O.B. f run S 89Q"43' 38" w. 300.00 FT.; thence run S 00 37 03" W,2S0 FT. to the North Right-of- Way line of Stat. ad, No. 60 (A 100 FT. R/VI); th8llce run S 890 431 38" VI along said North Right-of-Way Line 597.80 FT.; thenc:;.:~un N 00 06' 27" E, 1275.00 FT.; thence r~ N 890 5S' 48" E, 909.l0 FT. to the West Right-af-Way L~. of Co. Rd. No. 6l; thence run S 00 37' 03" W along said West Right-of-Way line l02l.13 FT. to t~. Point-of-Beginning, all in Pinellas County, Fl~1da. LESS AND EXCEPT those lanels ,lJt..ed to PAYLESS STATIONS, INC. (fo~rly THauaC* OIL COMPANY OF KENTUCKY, INC.) a8 shown in Memorandum of Lea.. recorded in O.R. Book 3002, page 150, Pub lie Records of Piaella. County" Florida. l t1 II /. EXHIBIT "B" The West 90 feet of the.No~th 230 feet of the South 460 feet of the following deacr1~ed property: A tract of land lytng in the NE 1/4 of SEC. 17. Township 29 South. Range 16 East, encompassing the S 1/2 of the SE 1/4 of the NE 1/4 less the South 330 FT. and 1...:the West 447 FT; Also, the SE 1/4 of the NE 1/4 less the South 610 FT. and less the West 447.FT. And the South 330 FT. of the SE 1/4 of the NE 1/4 less the West 447 FT. and l..s Roads and less the West 300 FT. of the East 333 FT. of the Nosth 250 FT. of the South 300 FT. All being more particularly described as follows: Commencing at the SE corner of the NE 1/4 of said SEC. l7, run N 0037' 03" E along the East boundary line of said SEC. 17. 300 FT.; thence run N 890 22' 57" W, 33.00 FT. to. the Point-of-Beginning. From said P.O.B., run S 890 43' 38" W, 300.00 FT.; thence run S 00 37 03" W, 250 FT. to the North Right-of- Way line of State ad. No. 60 (A 100 FT. R/W); thence run S 890 43' 38ltW..long said North Right-of-Way Line 597.80 PT.; t~llce run N 00 06' 27" E, 1275. 00 FT.; thence run N 8901.' 46" E, 909 .lO FT. to tbe West Right-of-Way Line of Co. Rd. No. 6l; thence run S 00 37' 03" W along said West Right-of-Way line l02l.l3 FT. to ~b. 'oint-of-Beginning, all in Pine1laa County, Florida. LESS AND EXCEPT those lands, leased to PAYLESS STATIONS, INC. (formerly nI<JlNTaJ OIL COMPANY OF KENTUCKY, INC.) as shown in Memorandum of Lease r,corded in O.R. Book 3002, p~ge l50, Public Records of ptn.1lalCounty, Florida. -----~, _.....,..i....l