20160016512 RECORDED IN PUBLIC RECORDS LEON COUNTY FL BK: 4904 PG: 2386, 03/14/2016 at 02:16 PM, | BOB INZER, CLERK OF COURTS This instrument prepared by (and after recording return to): Anthony M. Rodriguez, Esq. PUBLIX SUPER MARKETS, INC. P.O. Box 0407 Lakeland, FL 33802-0407 MEMORANDUM OF LEASE ‘THIS MEMORANDUM OF LEASE (“Memorandum”) is made and entered into as of the day of by and between SUMMIT HOLDINGS XV, LLC, a Florida limited liability company (ifpinafter referred to as “Landlord”) and PUBLIX SUPER MARKETS, INC., a Florida corporation (Rereinafter referred to as “Tenant”), with reference to the following facts: A. Landlord and Tenant have entered into a certain Ground Lease Agreement (hereinafter referred to as the “Lease”) of even date herewith; and B, _Landlord and Tenant desire to enter terms and conditions of the Lease. to this Memorandum to set forth certain NOW, THEREFORE, for and in consideration of the sum of ONE AND NO/100 DOLLAR ($1.00) in hand paid by Landlord and Tenant, each to the other, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, hereby set forth the following information with respect to the Lease 1, Landlord, The name and address of Landlord are as follows: Summit Holdings XV, LLC fo Summit Group Management, LLC 2073 Summit Lake Dr., Suite 155 Tallahassee, Florida 32317 ATTN: Claude Walker 2. Tenant. The name and address of Tenant are as follows: Publix Super Markets, Inc. 3300 Publix Corporate Parkway Lakeland, Florida 33811 ATIN: Vice President Real Estate ® 3 Date of Lease. The Lease is dated as of the _/8 “day of ol. (“Lease Effective Date”) 4. Commencement Date, The Lease Term shall commence on the earlier of (i) the date that is three hundred sixty-five (365) days after the last day of the Approval Period (as defined in the Lease, as ‘may be extended) or (ii) the date that Tenant opens for business to the general public on the Land. Page 1 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2387 5. Term. The Term of the Lease shall consist of the following: (a) __ Initial Term. The time period beginning on the Commencement Date and ending twenty- five (25) years thereafter (plus the number of days between the Commencement Date and the first day of the calendar month immediately succeeding the Commencement Date, if the Commencement Date does not fall on the first day ofa calendar month); and (b) Term Extensions. Tenant may, at its option, extend the Term beyond the Initial Term of twenty-five (25) years for fifteen (15) successive periods of five (5) years each, upon the same terms and conditions contained in the Lease. 6. Land. ‘The Land that is subject to the Lease consists of that certain real property located in Leon County, Florida, that is legally described on Exhibit “A,” attached hereto and by reference incorporated herein (the “Land”), upon which Tenant may construct Improvements, as defined in the Lease. 7. Exclusives, Prohibited Uses & Restrictions. Paragraph 2.03 of the Lease establishes certain exclusive use rights, prohibited uses and restrictions in respect to the Land and certain adjacent property owned by Landlord, referred to as “Adjacent Property," which Paragraph 2.03 is reprinted hereafter. The Adjacent Property is described on Exhibit “B.” which is attached hereto and incorporated hereit 2.03 Exclusives, Prohibited Uses & Restrictions. Landlord covenants and agrees that, beginning on the Effective Date, and until expiration (or earlier termination) of the Term, regardless of whether Tenant is operating on the Property, Tenant (and its affiliates) shall have the exclusive right upon the Property and that certain property identified as the “Adjacent Property,” as described and/or so identified on Exhibit “B” attached hereto and by this reference incorporated herein (hereafter the “Adjacent Property") (unless otherwise waived in writing by Tenant, to be granted or withheld in Tenant's sole and absolute discretion), to, either directly or indirectly via remote distribution (e.g., ordering, processing, or delivery by internet, mail order, etc.): (i) engage in the retail sale of groceries and other products typically offered for sale in a ‘grocery supermarket; (ii) operate a grocery supermarket, bakery, delicatessen, and/or fish market (including the sale of meat or cheese by the slice or the pound); (iti) sell or distribute drugs or other products which are required by law to be dispensed by a registered pharmacist (or ‘similar health care practitioner authorized by law), even though such pharmacist or health care practitioner may not be required to be present for delivery of such products; (iv) engage in retail ‘sales of items of food for “‘off:premises” consumption; and (v) engage in retail sales of wine, beer, liquor, and other alcoholic beverages, for “off:premises” consumption (i.e. a liquor store) Tenant's exclusive and other prohibited uses recited herein shall encumber the property of Landlord, upon the following terms and conditions: (@) Beginning on the Effective Date, and until expiration (or earlier termination) of the Term of the Lease, Tenant’s exclusive rights set forth above shall apply to and encumber the ‘Adjacent Property, and such Adjacent Property shall also be encumbered with the following ‘additional prohibitions/restrictions (unless otherwise waived in writing by Tenant, 10 be granted ‘or withheld in Tenant’s sole and absolute discretion): () Specific Prohibited Uses. Landlord hereby covenants and agrees that the ‘Adjacent Property shall not be used for the following “prohibited uses” Page 2 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2388 (A) any unlawful purpose, or in any way which would constitue a legal nuisance to surrounding occupants/owners, including the Property; dry cleaning Plant; adult entertainment facility; massage parlor: adult book store; a so-called “head shop:” tattoo or piercing parlor: a gaming, gambling, betting or game of chance business (exclusive of the sale of lottery tickets); business whose primary service is check cashing (such as Amscot, Advance America, Cash Advance Centers, Moneytree, etc.): or (B) cinema or theater; skating rink; bowling alley; discotheque; dance hall; nightclub; amusement gallery; billiards room; funeral parlor; flea market; bingo parlor; cafeteria; sale, rental, lease, or repair or maintenance of automobiles, trucks, other motorized vehicles, or trailers; car wash; billboard: cell phone tower; pawn shop; driving school; variety-type or price point store (drug store, “dollar” store, “five and dime,” such as Walgreen's, CVS, Dollar Tree, Dollar General, Family Dollar, Big Lots); sub shop (such as Subway, Quizno's, Firehouse, or Jimmy John’s); or wholesale clubs (such as Costco, BJ's, Sam's Club); or (©) a playground, “play place” (such as the type sometimes offered at MeDonald’'s, Wendy's, Chick-fil-A, or Burger King), or other operation that includes equipment for children with a playground atmosphere, provided that the “prohibited uses” set forth in this subparagraph (C) shall not apply if any of such uses are (1) part of or incidental to the operations of any hotel which may now or hereafier be located on any portion of the Future Development Tract (as contemplated by Paragraph 26.01(), entitled “Declaration Encumbering Certain Adjacent Property”) or (2) included in such hotel's franchising requirements existing on or at any time afier the date hereof, provided that such uses are operated primarily as an amenity 10 such hotel's guests and not ‘marketed as being generally available to the general public; or (D) a health spa; gymnasium; pin ball or electronic game room, provided that the “prohibited uses” set forth in this subparagraph (D) shall not apply if any of such uses are (1) part of or incidental to the operations of any hotel which ‘may now or hereafter be located on any portion of the Future Development Tract (as contemplated by Paragraph 26.01(), entitled “Declaration Encumbering Certain Adjacent Property”) or (2) included in such hotel's franchising requirements existing on or at any time after the date hereof, provided that such uses are operated primarily as an amenity to such hotel's guests and not ‘marketed as being generally available to the general public. (ii) Prokibited Uses Based on Proximity to Publix Storeroom. Landlord further covenants and agrees that no portion of the Adjacent Property located within 500 ‘feet of the Publix Storeroom (which distance shall be measured from the Publix ‘Storeroom demising wall nearest said other premises to the demising wall of said other premises nearest the Publix Storeroom) shall be used for a day care center (including any “drop-in” or other child care facility), or a “concept” restaurant and/or cocktail Tounge of a parking intensive nature, such restaurants and/or cocktail lounges being ‘similar in nature to Applebee's, Outback Steakhouse, Chili's, Hooters, and T.G.l. Friday's. Furthermore, no restaurant of any kind be located within one hundred (100) feet of the Storeroom. Notwithstanding the foregoing, if the Future Development Tract is developed as a hotel (as contemplated by Paragraph 26.01(i), entitled “Declaration Page 3 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2389 Encumbering Certain Adjacent Property”), no more than one (1) restaurant and/or cocktail lounge shall be permitted within such Future Development Tract provided that such restaurant and/or cocktail lounge is (1) part of or incidental to the operations of such hotel which may now or hereafter be located on any portion of the Future Development Tract or (2) included in such hotel's franchising requirements existing on or at any time afier the date hereof, and further provided that such restaurant and/or cocktail lounge is operated by the hotel (not an independent chain or establishment which individually markets itself) primarily as an amenity to such hotel's guests and not ‘marketed as being generally available to the general public. (®) Landlord covenants and agrees that all leases entered into between Landlord and other tenants within the Adjacent Property shall prohibit such other tenants from violating the exclusive use rights and prohibited use restrictions set forth in this Paragraph 2.03, entitled “Exclusives, Prohibited Uses & Restrictions.” Landlord hereby covenants and agrees that in the event Landlord sells, transfers, or conveys all or any portion of the Adjacent Property, the exclusive use rights and prohibited use restrictions set forth herein shall be deemed 10 constitute @ covenant running with title to such sold, transferred or conveyed portion of the Adjacent Property, which covenant shall remain in full force and effect and be binding upon the successors in ttle to Landlord until expiration (or earlier termination) of the Term. To that end, Landlord agrees that, prior to such sale or transfer, it will evidence such restrictions via the recordation of a declaration imposing same, recorded (at Landlord’s cost and expense) in the public records of the county in which such Adjacent Property is located (in form and content acceptable to Tenant). (©) If any other occupant of property within the Adjacent Property, or successor in title thereto, shall violate said exclusive use or prohibited use provisions, and upon notice to Landlord of such violation, Landlord shall promptly commence and expeditiously pursue any and all remedies available to Landlord for the enforcement of said exclusive use and prohibited use provisions, including, without limitation, injunctive relief against such tenant or successors in title. Furthermore, Tenant shall have the right, but not the obligation, to pursue enforcement of said exclusive use and prohibited use provisions against such other tenants or successors in title, whether in Tenant's own right or in the name of Landlord, and Landlord hereby agrees 10 cooperate and, 10 the extent required, participate with Tenant in this regard. Any expense, including, without limitation, reasonable attorney's fees and court costs, incurred by Tenant in the enforcement of the rights set forth in this Paragraph 2.03, entitled “Exclusives, Prohibited Uses. & Restrictions,” shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor on demand and save Tenant harmless therefrom. In the event Landlord fails to reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder within fifteen (15) days after receipt from Tenant of bills or written notice of claim for reimbursement, said amount may be deducted by Tenant from the next and/or any succeeding installment payments of Base Rent or any other amounts due and payable by Tenant to Landlord hereunder. Without limiting any other rights at law or in equity, during any period that any occupant is operating on the Adjacent Property in violation of the exclusive use or prohibited use provisions of this Lease (provided that such violation occurs during the period that Landlord owns or controls such Adjacent Property or otherwise granted consent for such violating use, whether such consent was tacit in nature or affirmative), Base Rent hereunder ‘shall be reduced by fifty percent (50%) until such violation ceases permanently. 8, Right of First Refusal, Article 14 of the Lease grants Tenant a right of first refusal to purchase the Land and any reversionary interest in the improvements thereon, which Article 14 is reprinted hereafter. Page 4 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2390 Article 14. RIGHT OF FIRST REFUSAL. 14.01 Right of First Refusal. If Landlord receives from, or tenders to, a third party (the “Third Party”), an acceptable, bona fide, arms-length offer (the Offer") pursuant to which Landlord proposes to sell, convey, or assign to the Third Party, or grant to the Third party an option to purchase, or undertake to lease to the Third Party, all or a portion of the Property, then, as a condition to Landlord's accepting the Offer from, or tendering the Offer to, the Third Party, Landlord shall, within five (5) business days after its receipt or tender of such Offer, deliver to Tenant written notice of the Offer (the “Notice of Offer). The Notice of Offer shall set ‘forth the name and address of the Third Party and all of the terms and conditions of the Offer, ‘along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to: (i) a copy of the proposed assignment, purchase, or Tease agreement; (ii) copies of all loan documents encumbering the Land or a reasonably detailed summary of any such financing; and (ii) any other document, instrument or information relevant to Tenant's decision whether or not to purchase the Property. 14.02 Right to Purchase: Time for Acceptance. Landlord hereby grants to Tenant the rright to purchase or lease, as the case may be, the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (provided that, at a minimum, Tenant shall be afforded a minimum of inspection/due diligence period of no less than thirty (30) days, should Tenant exercise such right of first refusal). Tenant shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Landlord in writing of its election to exercise such right as herein provided. If Tenant fails to exercise such right as herein provided, such failure shall be deemed to be a waiver of Tenant's right as to that Offer, and Landlord may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. 14.03 Reinstatement of Tenant’s Purchase Right If subsequent to Tenant not ‘accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way, or (i) the transaction contemplated by the Offer is not consummated within one hundred eighty (180) days afer the date of receipt by Tenant of the Notice of Offer, then, in either event, Tenant's rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such one hundred eighty (180) day period, or any subsequent Offer received by Landlord from a Third Party or tendered by Landlord to a Third Party. 14.04 Application of Right of First Refusal. For purposes of this Article 14, the sale, transfer, conveyance, or assignment of all or a portion of the entity constituting Landlord (except ‘for the sale of stock of a publicly traded company on a nationally recognized stock exchange) ‘shall be deemed a sale of all or a portion of the Property. This right of first refusal shall not apply to any form of financing, foreclosure sale, deed in lieu of foreclosure, or otherwise; provided, however, this right of first refusal shall apply to any subsequent sale of all or a portion of the Property by any person or entity acquiring title through a foreclosure sale, deed in liew of foreclosure or otherwise. This right of first refusal shall not apply to transfers in connection with ‘a condemnation or under threat of condemmation. This right of frst refusal shall continue in full ‘force and effect until expiration (or earlier termination) of the Term of this Lease and shall be ‘binding upon any successor in interest to Landlord, whether by sale of all or a portion of the Property or transfer of all or a portion of the entity constituting Landlord. 9. Option to Purchase. Article 15 of the Lease grants Tenant an option to purchase the Land and any reversionary interest in the improvements thereon. Paragraphs 15(a) and 15(b) of said Article 15 are reprinted hereafter. Page 5 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2391 ‘Article 15, OPTION TO PURCHASE. Tenant shall have the option to purchase the Landlord's entire interest in and relating to the Property (the “Option”), as follows: (a) Tenant shall have the right to exercise its Option hereunder during the last two (2) years of the Initial Term (the “Option Period") on the terms set forth in this Article iB. @®) Tenant may exercise its Option by providing written notice to Landlord during the Option Period..... [SIGNATURES FOLLOW] Page 6 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2392 STATE OF FLORIDA COUNTY OF POLK th — foregoing instrument was acknowledged before me this | SO ay of -eb, Lie 201, by Jefirey Chamberlain, as Vice President Real Estate of PUBLIX SUPER MARKETS, INC., a Florida corporation, on, 7 ‘of the corporation. Hy/43/personally known to me. CRUSTY LEAKY «HY COMMISSION EE 14s EXPIRES: June 12018 Scotty Se Page7 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2393 LANDLORD: SUMMIT HOLDINGS XV, LLC, a Florida limited liability company By: Tierra Vista Group, LLC, a Florida limited Title: Manager STATE OF Florida COUNTY OF Vi “The foregoing instrument was acknowledged before me this |7_ day of_Fv . 20[(o by Claude R. Walker, as Manager of Tierra Vista Group, LLC, a Florida limited liaMlity ‘company, 2s Manager of SUMMIT HOLDINGS XV, LLC-2-Florida limited liability company, on behalf ‘of the company. Such person is ersonally known me or has produced oS) Sanur 7728 Exes iy 17.2016 Fas, BRS Page 8 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2394 Exhibit “A” Legal Description of the Land LEGAL DESCRIPTION: Allof Lots 90 and 89, and a portion of Lots 87, 88, 103, and 104 of County Quarter Subdivision, a map or plat as recorded in Plat Book 1, page 13 of the public records of Leon County, Florida, together with the lands desoribed in O.R. Book 893, page 1194 of the aforesaid records, together with the lands described in OLR. Book 2977, page 1744 of the aforesaid records, and a portion of the lands described in O.R. Book +1604, page 881 of the aforesaid records, lying in Section 36, Township 1 North, Range 1 West, and Section 1, Township 1 South, Range 1 West, Leon County, Florida, being more particularly described as follows: COMMENCE at a 4°x4" concrete monument (#1254) marking the Southwest comer of said Lot 104; thence N 58° 25 05" E along the Northerly boundary of said lands described in O.R. Book 1604, page 881, 21.91 feet to a % iron rod and cap (#7245) marking the POINT OF BEGINNING. From said POINT OF BEGINNING continue N 58° 25' 05" E along said Northerly boundary, 37.65 feet fo a 1" iron rod and cap (#7245); thence N 00° 06' 19° W, 308.98 feet to a 14" iron rod and cap (#7245) marking the Northwest comer of said lands described in O.R. Book 893, page 1194 and also marking the Southerly Right-of-Way boundary of Gaines Street (60 foot Right-of-Way); thence N 89° 52' 38° E along said Southerly Right-of Way boundary, 308.78 feet to a 14’ iron rod and cap (#7245) marking the Northeast comer of said lands described in O.R. Book 2977, page 1744, said comer also marking the Northwest comer of the lands described in O.R. Book 2480, page 739 ofthe aforesaid records; thence S 00° 05 01” E along the Easterly boundary of said lands described in O.R. Book 2977, page 1744 and the Westerly boundary of said lands described in O.R. Book 2480, page 739, 414.47 feet to a %" iron rod and cap (#7245); thence $ 85° 10' 41" W, 67.11 feet to a curve to the left, having a radius of 170.00 feet; thence Southwesterly along said curve through a central angle of 31° 37' 23° for an arc length of 93.83 feet (Chord: S 69° 21" 59° W, 92.64 feet); thence S 53° 33' 18 W, 31.33 feet to a curve to the right, having a radius of 130.00 feet; thence Southwesterly along said curve through a central angle of 64° 39° 13" for an arc length of 146.69 feet (Chord: S 85° 52' 54” W, 139.03 feet); thence N 61° 47' 29" W, 26.37 feet; thence N 00° 05'04" W, 139.63 feet to the POINT OF BEGINNING. Containing 3.34 acres, more or less. Page 9 Gaines Street, Tallahassee, Leon County, FloridaOR BK 4904 PG 2395 Exhibit “B” Adjacent Property ‘Any real property that Landlord (including any entity that Landlord owns a legal or beneficial interest in, ‘any entity that owns a legal or beneficial interest in Landlord, or any entity under common control with Landlord) owns or acquires on or after the Effective Date through expiration of the Term, any portion of which lies within One Thousand Five Hundred (1,500) feet from the nearest boundary of the Land; PROVIDED THAT, the land identified and described as the “Future Development Tract” pursuant to that certain Declaration of Restrictions, Covenants and Conditions executed and recorded by Landlord at Official Records Book 90) _, Page 74 of the public records of Leon County, Florida, shall be exempt from this Exhibit “B,” it being the intent that such Future Development Tract shall be solely encumbered (as it pertains to the restrictions otherwise imposed by this Memorandum of Lease) by the terms and provisions of such Declaration of Restrictions, Covenants and Conditions (which shall encumber such tract regardless of present or future owner(s) of such Future Development Tract, as provided in such Declaration of Restrictions, Covenants and Conditions). Page 10 Gaines Street, Tallahassee, Leon County, Florida