Backup Documents 12/08/2020 Item #16A19 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 A 19
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Ohre
at the time the item is placed on the agenda. All completed routing slips and original documents must he received in the County Attorney()Mee no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office,
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office ^'f(n D I 204
4. BCC Office Board of County
Commissioners s r 4fli •21
5. Minutes and Records Clerk of Court's Office Lib i,/21 (�
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Melissa Nute—Development Review Phone Number X 2361
Contact/ Department
Agenda Date Item was 12/8/2020 Agenda Item Number 16A19
Approved by the BCC
Type of Document Plat,11m4l)e.4t4 a 6 f Number of Original 2
Attached E�s e viA.2- 4.5 Documents Attached
PO number or account
number if document is aCfcsoit
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? MN
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney. MN
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the MN
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MN
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 12/8/2020 and all changes made
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the g�
BCC, all changes directed by the BCC have been made,and the document is ready for the 0 Oe
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
MEMORANDUM 1 6 A 1 9
Date: April 13, 2021
To: Melissa Nute, Site Plan Reviewer
Development Review
From: Teresa Cannon, Senior Deputy Clerk
Minutes & Records Department
Re: Plat & Declaration of Easements — Addison Place
Commercial
Attached is a copy of the document as referenced above, (Item #16A19)
approved by Board of County Commissioners on Tuesday, December 8, 2020.
If you need anything further, please feel free to contact me at 252-8411.
Thank you.
Attachment
16A19
Prepared By and Return To:
Leigh A. Williams, Esq.
Swann Hadley Stump Dietrich&Spears, P.A.
200 E.New England Avenue, Suite 300
Winter Park, Florida 32789
DECLARATION OF EASEMENTS WITH COVENANTS,
CONDITIONS AND RESTRICTIONS
THIS DECLARATION OF EASEMENTS WITH COVENANTS CONDITIONS
AND RESTRICTIONS (the "Agreement") is made and entered into this b-44. day of fVOS(�.
2021, by ADDISON COMMERCIAL CORNER, LLC, a Florida limited liability company
(the "Declarant").
WHEREAS, the Declarant is the owner of that certain real property situated in Collier
County, Florida, more particularly described on Exhibit "A" attached hereto and incorporated
herein by this reference (the "Property"); and,
WHEREAS,the Property contains three(3) lots as depicted in Exhibit"B"attached hereto
and incorporated herein by this reference(each individually a"Lot"or"Lot 1","Lot 2"and"Lot
3",or more than one may be referred to as "_Lots"); and,
WHEREAS, it is the intention of the Declarant that each of the Lots be developed for
commercial use; and,
WHEREAS, the Declarant desires to impose certain easements upon the Lots, and to
establish certain covenants, conditions and restrictions with respect to said Lots, for the mutual
and reciprocal benefit and complement of the Lots, and the future owner(s) and current and future
tenant(s)thereof, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above premises and of the covenants herein
contained, the Declarant hereby covenants and sets forth that the Lots and all future owners, and
current and future tenants and occupants of the Lots shall be and hereby are subject to the terms,
covenants, easements, restrictions and conditions hereinafter set forth in this Agreement, so that
said Lots compromising the Property shall be maintained, kept, sold and used in full compliance
with and subject to this Agreement and, in connection therewith, the Declarant on behalf of itself
and its successors and assigns further covenants and agrees as follows:
1. Definitions. For purposes hereof:
(a) The term "Owner" or "Owners" shall mean the Declarant, and any and all
successors or assigns of Declarant as the owner or owners of fee simple title to all
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or any portion of the Lots and Property covered hereby, whether by sale,
assignment, inheritance, operation of law, trustee's sale, foreclosure, or otherwise,
but not including the holder of any lien or encumbrance on such real property.
(b) The term "Lot" or "Lots" shall mean each separately identified parcel of
real property now constituting a part of the Property subjected to this Agreement as
described on Exhibit "B" as Lot 1, Lot 2 and Lot 3, and any future subdivisions
thereof.
(c) The term "Site Plan" shall mean that site plan of the Property attached
hereto as Exhibit "C" and by reference made a part hereof. Except as may be
otherwise provided in this Agreement, the Site Plan is for identification purposes
only.
(d) The term "Tenant" shall mean and refer to any entity other than an Owner
that, by written agreement, holds a possessory leasehold interest in a Lot, or any
portion thereof. As of the date of this Agreement, Chick-fil-A, Inc., a Georgia
corporation ("CFA") is the Tenant of Lot 1, Heartland Dental, LLC, a Delaware
limited liability company ("Heartland") is the Tenant of Lot 2 and Aldi (Florida)
L.L.C., a Florida limited liability company ("Aldi") is the Tenant of Lot 3.
(e) The term "Driveway" shall mean that certain main driveway designated as
the "Critical Access Drive" on the Site Plan attached hereto as Exhibit "C",
including the related driveway improvements, paving, curbing entrances and exits
identified on the Site Plan.
(f) The term "Permittees" shall mean the Tenant(s) or occupant(s) of a Lot,
and the respective employees,agents,contractors,customers, invitees and licensees
of(i)the Owner of such Lot, and/or(ii) such Tenant(s) or occupant(s).
(g) The term "Common Area" shall mean those portions of the Lots that are
outside of exterior walls of buildings,drive thru lanes or other structures from time
to time located on the Lots, and which are either unimproved, or are improved as
(without limitation) parking areas, landscaped areas, driveways, roadways,
walkways, light standards, curbing, paving, entrances, exits and other similar
exterior site improvements, including, without limitation, the Driveway.
(h) The term "Heartland Lease" shall mean that certain Lease Agreement to
be executed between Declarant, as landlord, and Heartland Dental, LLC
("Heartland"), as tenant.
(i) The term "ALDI Lease" shall mean that certain Aldi Ground Lease
Agreement dated July 9, 2020, as amended, between Declarant, as landlord, and
ALDI (Florida) L.L.C. ("Aldi"), as tenant.
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2. Easements.
2.1 Grant of Easements. Subject to any express conditions, limitations or reservations
contained herein, the Declarant hereby grants, establishes, covenants and agrees that the
Lots, and all Owners and Tenants of the Lots shall be benefited and burdened by the
following nonexclusive and perpetual easements which are hereby imposed upon the Lots
and all present and future Owners and Permittees of the Lots:
(a) Access Easement. A non-exclusive and perpetual easement in favor of Lot
1, Lot 2 and Lot 3,each over and across the other, providing for reasonable access,
ingress and egress over all paved driveways, roadways and walkways (but
expressly excluding drive-thru lanes) as presently or hereafter constructed and
constituting a part of Lot 1, Lot 2 and Lot 3 including, without limitation, the
Driveway and the Access Openings (as defined in paragraph 2.2 below), so as to
provide for the passage of vehicles and pedestrians between the portions of the Lots
intended for such purposes, and to and from all abutting streets or rights of way
furnishing access to such Lots as they may exist from time to time(collectively,the
"Driveway Easement Areas"). No obstruction to the free flow of traffic and
delivery facilities over the Driveway shall be permitted, except as set forth in
paragraph 3.2 below. No Owner or Tenant shall make any changes to the location
or configuration of the Driveway except as otherwise permitted pursuant to
paragraph 3.2 below.
(b) Cross-Parking Easement. A non-exclusive and perpetual easement in favor
of Lot 1, Lot 2 and Lot 3, each over and across those specific areas of the Lots
depicted as the "Cross Parking Easement Area" on Exhibit "D" for the parking
of standard size automobiles and for customer use only. Cross-parking rights shall
be limited to the Cross-Parking Easement area and no other areas of the Lots unless
specifically agreed to in writing by all Owners and Tenants. In the event that a Lot
is redeveloped in a manner that alters the location or number of parking spaces in
the Cross-Parking Easement Area, then the Owner or Tenant of such Lot
conducting such redevelopment shall provide an alternate Cross-Parking Easement
Area on its Lot with the same number of parking spaces previously located in the
Cross-Parking Easement Area on its Lot, and this Agreement shall be amended of
record to replace Exhibit "D" with a then current agreed upon version.
Notwithstanding the foregoing, no portion of the Cross-Parking Easement Area
shall be closed or materially impaired without the prior written consent of the
Owner(s) and Tenant(s) which would be impacted thereby (such prior written
consent not to be unreasonably conditioned,withheld,delayed or denied),and only
for the minimum amount of time reasonably required, and following the delivery
of no less than ten (10) days' prior written notice to any Owner or Tenant that may
be impacted thereby; provided, however, that such prior written consent shall not
be required for temporary closing for emergencies, maintenance, repair and
replacement work.
(c) Stormwater Easements. Non-exclusive and perpetual easements in favor of
Lot 1, Lot 2 and Lot 3 for (i) the drainage and storage of their respective Lot's
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stormwater in the proposed detention pond as shown on the Site Plan (the
"Detention Pond") to be located on Lot 2 and Lot 3, which Detention Pond shall
be used by Lot I, Lot 2 and Lot 3 for their respective stormwater needs and shall
be constructed by the Declarant, at its sole cost and expense in accordance with
paragraph 4 below; and (ii) the conveyance of such stormwater from Lot 1 to the
Detention Pond by way of a drainage conveyancing pipe (the "Stormwater
Conveyance Pipe"; the Detention Pond, the Stormwater Conveyance Pipe and all
other related stormwater improvements being collectively referred to herein as the
"Stormwater Improvements") to be constructed by the Declarant, at its sole cost
and expense, in accordance with paragraph 4 below, running under, through and
across Lot I and Lot 2 as required as part of the stormwater management system
for the Property. Once Declarant has completed construction of the Stormwater
Improvements, each Tenant shall maintain the portion of the Stormwater
Improvements located on its Lot, except as expressly set forth in this Agreement.
In the event that there is no Tenant on a Lot, then the Owner shall be responsible
for the maintenance and repair of the portion of the Stormwater Improvements
located on its Lot.
(d) Utility Easement. A non-exclusive and perpetual easement in favor of Lot
1, Lot 2 and Lot 3 under and across those parts of the Common Areas of the Lots
for the installation, maintenance, repair and replacement of water mains, storm
drains, sewers, water sprinkler system lines, telephone or electrical conduits or
systems, cable, gas mains and other utility facilities necessary for the orderly
development and operation of the Common Areas and each building from time to
time located within the Lots; provided that (i) no Owner or Tenant of a Lot shall
have the right to exercise the foregoing utility easement if connections to such
utilities are available within a public right-of-way contiguous to such Owner's
and/or Tenant's Lot or through an existing easement benefiting such Lot, (ii) the
exact location of any utilities shall be subject to the prior written approval of the
Owner and any Tenant of the burdened Lot (such prior written consent not to be
unreasonably conditioned, withheld, delayed or denied), and (iii) except in an
emergency, the right of any Owner or Tenant to enter upon the Lot of another
Owner or Tenant for the exercise of any right pursuant to such utility easement shall
be conditioned upon such Owner or Tenant providing reasonable prior advance
written notice to the Owner and any Tenant of such burdened Lot as to the time and
manner of entry. All such systems, structures, mains, sewers, conduits, lines and
other utilities shall be installed and maintained below the ground level or surface
of the Lot (except for such parts thereof that cannot and are not intended to be
placed below the surface, such as transformers and control panels, which shall be
placed in such location as approved by the Owner of the affected Lot and any
Tenant thereof). Additionally, at any time and from time to time, any Owner or
Tenant of a Lot shall have the right to relocate any utility lines installed on its Lot
pursuant to the foregoing utility easement if such utility line is not located within a
dedicated public utility easement, provided that: (i) such relocation shall be
performed only after the Owner or Tenant of the subservient Lot provides the
Owner and Tenant of the benefitted Lot with thirty(30)days'advance written notice
of such Owner's or Tenant's intention to undertake the relocation and the plans for
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the work; (ii) each Owner and Tenant of the benefitted Lot shall have approved the
plans for the work (which approval shall not be unreasonably conditioned,
withheld,delayed or denied,and shall be granted or denied within fifteen(15)days
after receipt of the request); (iii) any such relocation shall not unreasonably
interfere with or diminish utility service to the Lots served by the utility line; and
(iv) any such relocation shall be performed without cost or expense to Owner or
Tenant of the burdened Lot.
(e) Signage Easement. In the event the Owner of a Lot erects a pylon or
monument sign on any portion of the Lot which is designated for use by multiple
Lots(the "Future Multi-Lot Sign"),the Tenants of the two other Lots(each being
an "Exercising Tenant")shall each have(i)the right to place a panel on the Future
Multi-Lot Sign identifying the business of such Exercising Tenant ("Tenant's
Future Panel Sign"), and (ii) a non-exclusive, perpetual easement over the Lot
where the Future Multi-Lot Sign is located, to the extent reasonably necessary to
install, maintain and replace such Tenant's Future Panel Sign on the Future Multi-
Lot Sign. For the avoidance of doubt, an Exercising Tenant shall not have the right
to place such Tenant's Future Panel Sign on any pylon on monument sign erected
on another Lot which is solely designated for the Tenants or other Occupants of
that Lot. The location of Tenant's Future Panel Sign on the Future Multi-Lot Sign
shall be mutually agreed upon by the Exercising Tenant and the Owner of the Lot
upon which the Future Multi-Lot Sign is erected (such approval not to be
unreasonably withheld, conditioned or delayed), and the size of a Tenant's Future
Panel Sign will be not less than the size of the panel of any other Tenant which is
identified on the Future Multi-Lot Sign.
(0 Construction Easement. A general, non-exclusive temporary construction
easement in favor of the Tenant of Lot 1 over the ten foot (10') wide strip of land
located on Lot 2 immediately adjacent to the eastern boundary of Lot 1 (the
"Construction Easement Area") for general construction purposes (but not
staging); provided, however, that (i) the Lot 1 Tenant shall only have the right to
exercise the foregoing construction easement during the Lot 1 Tenant's
construction,repair or modification of improvements on Lot 1,(ii)the Lot 1 Tenant
shall not use the construction easement in a manner that would unreasonably
interfere with or delay the construction of any building or improvements located on
Lot 2,or in any manner that would unreasonably interfere with the work or business
conducted upon Lot 2, and (iii) the Lot 1 Tenant shall promptly restore the
Construction Easement Area to its previous physical condition if changed by use of
the rights granted by this paragraph, which work may only be performed during
non-business hours if a business is operating on Lot 2 that is affected by the
foregoing construction easement.
2.2 Access Openings. The opening(s) and access point(s) contemplated between the
Lots for use of the Driveway, are shown on the Site Plan and are hereinafter called the
"Access Openings." The Driveway and the Access Openings shall in no event be blocked,
closed, altered, changed or removed, except as otherwise permitted pursuant to paragraph
3.2 below. There shall be maintained between the Access Openings a smooth and level
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grade transition to allow the use of the Driveway for pedestrian and vehicular ingress and
egress as set forth in paragraph 2.1(a) above. Except with respect to the Access Openings,
each Owner and Tenant shall be permitted to maintain a fence, curbing, landscaping or
other improvements along the boundary line of its Lot.
2.3 Reasonable Use of Easements.
(a) The easements herein above granted shall be used and enjoyed by each
Owner and its Permittees in such a manner so as not to unreasonably interfere with,
obstruct or delay the conduct and operations of the business of any other Owner or
its Permittees at any time conducted on its Lot, including,without limitation,public
access to and from said business, and the receipt or delivery of merchandise in
connection therewith.
(b) Once commenced,any construction undertaken in reliance upon an easement
granted herein shall be diligently prosecuted to completion, to minimize any
interference with the business of any other Owner and its Permittees. Except in
cases of emergency,the right of any Owner or Tenant to enter upon a Lot of another
Owner or Tenant for the exercise of any right pursuant to the easements set forth
herein, or to prosecute work on such Owner's or Tenant's own Lot if the same
interferes with utility easements or easements of ingress, egress or access to or in
favor of another Owner's or Tenant's Lot, shall be undertaken only in such a
manner so as to minimize any interference with the business of the other Owner
and its Permittees. The Owner or Tenant undertaking such work shall with due
diligence repair at its sole cost and expense any and all damage caused by such
work and restore the affected portion of the Lot upon which such work is performed
to a condition which is equal to or better than the condition which existed prior to
the commencement of such work. In addition, the Owner or Tenant undertaking
such work shall pay all costs and expenses associated therewith and shall
indemnify, defend and hold harmless the other Owners and Permittees from all
damages, losses, liens, claims, injury or expense (including, without limitation,
reasonable attorneys' fees)attributable to the performance of such work, including,
but not limited to, any disruption of access to such Owner's or Tenant's Lot(except
as otherwise expressly permitted herein), or stormwater drainage from such
Owner's or Tenant's Lot to the Detention Pond.
2.4 Indemnification. Each Owner and Tenant having rights with respect to an easement
granted hereunder shall indemnify and hold the Owner and Tenant of whose Lot is subject
to the easement harmless from and against all claims, liabilities and expenses (including
reasonable attorneys' fees) relating to accidents, injuries, loss, or damage of or to any
person or property arising from the negligent, intentional or willful acts or omissions of
such Owner and Tenant,and their contractors,employees,agents,or others acting on behalf
of such Owner and Tenant, as applicable.
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3. Maintenance, Repair and Alteration of Easement Areas.
3.1 Maintenance. Each Tenant of Lot 1, Lot 2 and Lot 3 (except in the event there is
no Tenant on a Lot then the Owner of such Lot) shall at all times during the term hereof
operate, repair and maintain, at its expense, the portions of the Driveway Easement Areas
and the Cross Parking Easement Area(collectively,the "Easement Areas") located on its
respective Lot, in good order, condition and repair. Following the construction of any
contemplated improvements thereon,the maintenance of the Easement Areas shall include,
without limitation, maintaining and repairing all paving, striping parking spaces, curbs,
driveway, roadway areas, stormwater pipes, mowing of the Detention Pond area located
on Lot 2 and Lot 3, and taking reasonable steps to remove papers, debris and other refuse
from and periodically sweeping all driveway areas to the extent reasonably necessary to
maintain the same in a clean, safe and orderly condition, maintaining appropriate lighting
fixtures for the driveways, and performing any and all such other duties as are necessary
to maintain such Easement Areas in a clean, safe, orderly and functioning condition.
3.2 Repair and Alterations. Each Tenant(except in the event that there is no Tenant on
a Lot,then the Owner of such Lot)shall have the right to alter,modify,reconfigure,relocate
and/or remove the Easement Areas or building areas on its Lot, subject to the following
conditions: (i)the Driveway and the Access Openings (and ingress and egress thereto,and
to and from the Lots and adjacent streets and roads), and the Stormwater Improvements
shall not be altered, modified, relocated, closed or materially impaired without the prior
written consent of the Owner(s) and Tenant(s) which would be impacted thereby (such
prior written consent not to be unreasonably conditioned,withheld,delayed or denied),and
only for the minimum amount of time reasonably required, and following the delivery of
no less than ten(10)days'prior written notice to any Owner or Tenant that may be impacted
thereby; provided, however, that such prior written consent shall not be required for
temporary closing for emergencies,maintenance,repair and replacement work;and(ii)the
same shall not violate any of the provisions and easements granted in paragraph 2.
3.3 Covenant Against Liens.All work performed by a Lot Owner or Tenant(including
Declarant) on a neighboring Lot shall be performed in a lien-free, good and workmanlike
manner and in accordance with the requirements of all applicable government ordinances,
codes, regulations and laws. In the event any mechanic's or materialmen's lien is filed
against any Lot in connection with work for or on behalf of a neighboring Lot Owner or
Tenant, then the party who caused such lien to be filed shall, within fifteen (15) days after
receipt of notice of filing, cause the same to be discharged of record or bonded over. If
any Owner or Tenant learns of any such claim or action pertaining to mechanics' or
materialmen's liens against an adjoining Lot which was caused by such Owner or Tenant,
then the Owner or Tenant causing such lien shall give prompt written notice of the same to
such adjoining Lot Owner and Tenant (i.e. the one not causing such lien) and thereafter
promptly cause the same to be discharged of record or bonded over.
4. Construction of Stormwater Improvements. The Declarant shall be responsible for the
initial construction of the Stormwater Improvements, for the use and benefit of Lot 1, Lot
2 and Lot 3. The Declarant shall complete the initial construction of the Stormwater
Improvements in accordance with the permitting plans and shall coordinate all construction
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of the Stormwater Improvements with the Tenants so as not to delay any Tenant in the
construction of its improvements on its respective Lot. In addition, the construction of the
Stormwater Improvements by Declarant must be completed and operational prior to any
Tenant completing the construction of its improvements on its respective Lot so as not to
delay the Tenant opening for business. Upon Declarant's completion of the Stormwater
Improvements,each Tenant(except in the event there is no Tenant on a Lot then the Owner
of such Lot), at its sole cost and expense, shall maintain the portion of the Stormwater
Improvements located on its Lot in good condition and repair,and otherwise in accordance
with the terms and conditions of(i) South Florida Water Management District ERP # 11-
03876-P (as may be modified or amended from time to time,the "SFWMD Permit"),and
(ii)that certain Declaration of Covenants and Restrictions for Addison Place, dated March
1, 2018 and recorded on March 1, 2018 in Official Records Book 5842, Page 1340, of the
Public Records of Collier County, Florida. Once construction of the Stormwater
Improvements has been completed, the Stormwater Improvements shall not be modified,
altered, relocated or otherwise changed except as otherwise permitted pursuant to
paragraph 3.2 above. Notwithstanding the foregoing, following the initial construction of
the Stormwater Improvements, in the event of any repair or reconstruction of the
Stormwater Improvements is required to comply with any governmental authority having
jurisdiction over the Property or necessary for the effective operation of the Stormwater
Improvements (a "Necessary Repair"),the Owner or Owners of the Lot or Lots on which
the repair or reconstruction is required shall oversee such repair or reconstruction at the
shared expense of the Owners of the Lots, who shall each pay an equal share of such
Necessary Repair within ten (10) days of the receipt of a detailed invoice for same from
the licensed contractor conducting such Necessary Repair.
5. Insurance. Throughout the term of this Agreement, each Tenant, or Owner if there is no
Tenant, shall procure and maintain general or comprehensive public liability and property
damage insurance against claims for personal injury, death, or property damage occurring
upon such Owner's or Tenant's Lot,with single limit coverage of not less than an aggregate
of One Million Dollars($1,000,000.00) including umbrella coverage, if any. Proof of such
insurance shall be provided to each Owner and Tenant following receipt of a written
request by another Owner or Tenant. During the term of that certain Ground Lease dated
August 26, 2020 between Declarant, as landlord, and CFA, as tenant (the "CFA Lease"),
CFA and its successors and assigns under the CFA Lease (the "CFA Tenant") will be
permitted to maintain a self-insured retention with respect to the foregoing commercial
general liability coverage provided that the CFA Tenant maintains a tangible net worth of
One Hundred Million Dollars ($100,000,000.00) or greater. During the term of the ALDI
Lease, Aldi and its successors and assigns under the Aldi Lease (the "Aldi Tenant") will
be permitted to maintain a self-insured retention with respect to the foregoing commercial
general liability coverage provided that the Aldi Tenant maintains a tangible net worth of
Five Hundred Million Dollars($500,000,000.00) or greater.
6. Intentionally Deleted.
7. No Additional Implied Easements. Nothing contained herein shall be construed as creating
any rights not specifically set forth herein; in that regard, and without limiting the
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foregoing, no easements (except as specifically set forth herein) for parking, signage,
drainage or utilities are granted or implied.
8. Remedies and Enforcement.
8.1 All Legal and Equitable Remedies Available. In the event of a breach or threatened
breach by any Owner, or Tenant, of any of the terms, covenants, restrictions or conditions
hereof,the other Owners,and Tenants,shall be entitled forthwith to full and adequate relief
by injunction and/or all such other available legal and equitable remedies from the
consequences of such breach, including payment of any amounts due and/or specific
performance. Tenants shall have the right,but not the obligation,to enforce this Agreement
on the behalf of the respective Owner of the Lot on which they are located, and/or to cure
a breach or a default hereunder by the Owner of that Lot, which enforcement or cure shall
be accepted by the other Owners and Tenants as if effect by the Owner of that Lot.
8.2 Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Tenant or Owner (the "Defaulting Party") to cure a breach of this
Agreement within thirty (30) days following delivery of written notice from any other
Owner or Tenant (the "Non-Defaulting Party") specifying the nature of the breach
claimed(provided,however, if such breach cannot reasonably be cured within such 30-day
period, then, provided the Defaulting Party notifies the Non-Defaulting Party of such
claimed inability to cure and the Defaulting Party begins to cure the default within said 30-
day period and is diligently pursuing such cure to completion, the Defaulting Party shall
be entitled to additional time as is reasonable under the circumstances to cure such default,
such additional period not to exceed 90 days),the Non-Defaulting Party shall have the right
to perform such obligation contained in this Agreement on behalf of such Defaulting Party.
To effectuate any such performance, any Non-Defaulting Party may enter upon the
Defaulting Party's Lot to perform any necessary work or furnish any necessary materials
or services to cure the breach of the Defaulting Party. If such Non-Defaulting Party cures
such breach,then the Defaulting Party shall reimburse the Defaulting Party within ten (10)
days after receipt of written demand (together with reasonable documentation supporting
the expenditures made), the reasonable costs and expenses actually incurred by the Non-
Defaulting Party in connection with such curative action together with interest at the prime
rate charged from time to time by Bank of America(its successors or assigns) (the "Prime
Rate"),plus two percent(2%)(not to exceed the maximum rate of interest allowed by law)
from the date incurred until the date payment in full is received. Notwithstanding the
foregoing, in the event of (i) an emergency, (ii) the unauthorized blockage or material
impairment of the easement rights, and/or (iii) the unauthorized parking of vehicles, the
Non-Defaulting Party may immediately cure the same and be reimbursed by the Defaulting
Party within ten (10) days after receipt of written demand, the reasonable cost thereof
actually incurred by the Non-Defaulting Party,together with interest at the Prime Rate plus
two percent(2%).
8.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner (or its
Tenant in connection with the exercise of its rights set forth in paragraphs 8.1 and/or 8.2
above) in enforcing any payment in any suit or proceeding under this Agreement shall be
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assessed against the defaulting Owner or Tenant in favor of the prevailing party and shall
constitute a lien(the"Assessment Lien")against the Lot of the defaulting Owner or Tenant
until paid,effective upon the recording of a notice of lien with respect thereto in the Office
of the County Recorder of Collier County, Florida; provided, however, that any such
Assessment Lien shall be subject and subordinate to (i) liens for taxes and other public
charges which by applicable law are expressly made superior, (ii)all liens recorded in the
Office of the County Recorder of Collier County, Florida prior to the date of recordation
of said notice of lien, and (iii) all leases entered into, with respect to the Property,whether
or not recorded, prior to the date of recordation of said notice of lien. All liens recorded
subsequent to the recordation of the notice of lien described herein shall be junior and
subordinate to the Assessment Lien. Upon the timely curing by the defaulting Owner or
Tenant of any default for which a notice of lien was recorded, the party recording same
shall record an appropriate release of such notice of lien and Assessment Lien.
8.4 No Termination For Breach. Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner or Tenant to cancel, rescind, or otherwise
terminate this Agreement. No breach hereunder shall defeat or render invalid the lien of
any mortgage or deed of trust upon any Lot made in good faith for value,but the easements,
covenants, conditions and restrictions hereof shall be binding upon and effective against
any Owner of such Lot covered hereby whose title thereto is acquired by foreclosure,
trustee's sale, or otherwise.
8.5. Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2 this Agreement, each Tenant and Owner agrees that such
violation or threat thereof shall cause the nondefaulting Tenant and/or Owner to suffer
irreparable harm and such nondefaulting Owner and its Tenant shall have no adequate
remedy at law. As a result, in the event of a violation or threat thereof of any of the
provisions of paragraph 2 of this Agreement, the nondefaulting Owner and its Tenant, in
addition to all remedies available at law or otherwise under this Agreement, shall be
entitled to injunctive or other equitable relief to enjoin a violation or threat thereof of
paragraph 2 of the Agreement.
9. Term. The easements, covenants, conditions and restrictions contained in this Agreement
shall be effective commencing on the date of recordation of this Agreement in the office
of the Collier County Recorder and shall remain in full force and effect thereafter in
perpetuity, except as expressly provided herein, unless this Agreement is modified,
amended, canceled or terminated by the written consent of all then record Owners of Lot
1, Lot 2 and Lot 3.
10. Prohibited Uses, Exclusives and Restrictions.
10.1 Prohibited Uses. At no time during the term of this Agreement may any portion of
the Property be occupied, used, leased, sold or maintained for any of the uses specifically
listed in Exhibit "E" attached hereto and incorporated herein by this reference (the
"Prohibited Uses").
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10.2 Exclusive Uses. The following Exclusive Uses shall apply to the Property (the
"Exclusive Uses"):
a. CFA Exclusive- Except for the portion of the Property leased to CFA and designated
as Lot I on Exhibit "B", no other portion of the Property whatsoever, shall be sold,
leased, rented, used or occupied for the operation of a restaurant selling or serving
chicken as a principal menu item (the "Chicken Restriction"). For the purposes of
this Agreement, "a restaurant selling or serving chicken as a principal menu item"
means a restaurant deriving twenty-five percent (25%) or more of its gross food sales
from the sale of chicken.A "restaurant" shall also include any business establishment,
including, without limitation, a kiosk, stand, booth, food truck or area located inside
another business facility. Notwithstanding the foregoing,the Chicken Restriction shall
not apply to the operation of a full-service(with waiter/waitress table service) sit down
restaurant,provided any such restaurant does not operate or utilize a drive-thru facility.
This specific exception will not be deemed to apply to any other agreement entered into
by CFA or waive any of its rights thereunder. Furthermore, no portion of the Property,
other than Lot I may be leased, used, or occupied by or for any of the following uses:
McDonald's, Wendy's, Arby's, Boston Market, Kentucky Fried Chicken, Popeye's,
Church's, Bojangle's, Mrs. Winner's,Carl's Jr.,Hardee's, Chicken Out, Zaxby's, Ranch
One, El Polio Loco, Polio Campero, Polio Tropical, Raising Cane's, Chester's, Bush's
Chicken, Biscuitville, Chicken Now, PDQ, ChikWich, Ezell's Famous Chicken, Roy
Rogers, Shake Shack, Slim Chickens or Habit Burger (the "Named Competitor
Restriction"). The Chicken Restriction and the Named Competitor Restriction shall
remain in full force and effect so long as CFA or a firm,person,corporation,partnership
or other entity that is controlled by, in control of, or under common control with CFA,
or in which one or more members of the Cathy Family has an individual or collective
ownership interest equal to or greater than fifty percent (50%) (a "CFA Related
Party") has any interest in Lot 1 (either leasehold or fee simple), and shall
automatically terminate upon CFA or any CFA Related Party ceasing to own a
leasehold or fee simple interest in Lot 1. Notwithstanding the foregoing, the CFA
Tenant shall have the sole and absolute right to waive or terminate the Chicken
Restriction and the Named Competitor Restriction for the duration of the CFA Lease,
any renewals thereof, or during any period in which the CFA Tenant or a CFA Related
Party owns a fee simple interest in Lot 1.
b. Heartland Exclusive- Except for the portion of the Property leased to Heartland and
designated as Lot 2 on Exhibit "B", no other portion of the Property whatsoever,shall
be permitted to be sold, leased, rented, used or occupied for the operation of dental
office, dental supply or dental equipment store, surgical center, medical office or other
office use (the "Heartland Exclusive"). The Heartland Exclusive shall remain in full
force and effect so long as Heartland or a firm,person,corporation,partnership or other
entity that is controlled by, in control of, or under common control with Heartland (a
"Heartland Related Party") has any interest in Lot 2 (either leasehold or fee simple),
and shall automatically terminate upon Heartland or any Heartland Related Party
ceasing to own a leasehold or fee simple interest in Lot 2. Notwithstanding the
foregoing, the Heartland Tenant shall have the sole and absolute right to waive or
terminate the Heartland Exclusive for the duration of the Heartland Lease,any renewals
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thereof, or during any period in which the Heartland Tenant or a Heartland Related
Party owns a fee simple interest in Lot 2.
c. Aldi Exclusive- Except for the portion of the Property leased to Aldi and designated as
Lot 3 on Exhibit "B", no other portion of the Property whatsoever, shall be permitted
to be sold, leased, rented, used or occupied for the operation of a Retail Grocery Store
so long as Aldi's is not operating on Lot 3 for a use other than a Retail Grocery Store
(the"Aldi Exclusive"). The term "Retail Grocery Store"means without limitation,a
supermarket, meat market, grocery store, fruit and vegetable store or stand, produce or
any other type of food stand/operation, and a frozen or otherwise processed food store
and any store where more than fifty (50) grocery items are sold for off-premises
consumption. The term "Retail Grocery Store" shall not include a delicatessen, a
convenience store with fuel pumps, or any restaurant wherein prepared food is sold for
on-premises consumption or for "take-out" consumption. The Aldi Exclusive shall
remain in full force and effect so long as Aldi or a firm,person,corporation,partnership
or other entity that is controlled by, in control of, or under common control with Aldi
(an "Aldi Related Party") has any interest in Lot 3 (either leasehold or fee simple),
and shall automatically terminate upon Aldi or any Aldi Related Party ceasing to own
a leasehold or fee simple interest in Lot 3. Notwithstanding the foregoing, the Aldi
Tenant shall have the sole and absolute right to waive or terminate the Aldi Exclusive
for the duration of the Aldi Lease, any renewals thereof,or during any period in which
the Aldi Tenant or an Aldi Related Party owns a fee simple interest in Lot 3.
d. Violation of an Exclusive Use. Any violation of an Exclusive Use would cause
irreparable harm to the Owner and Tenant of the Lot to which the Exclusive Use applies
and as such the Owners and Tenants must have all rights and remedies available at law
and equity as well as immediate relief. Therefore, in the event of a breach of an
Exclusive Use by any Owner, Tenant or occupant of a Lot(the "Breaching Lot"), the
Owner of such Breaching Lot shall take immediate legal action, at its sole cost and
expense to cure such breach, including but not limited to seeking injunctive relief or
any other such legal action necessary to enforce the Exclusive Use provisions
hereunder. In addition,the Owner and/or Tenant of the Lot to which the Exclusive Use
applies which is being violated, shall have all such legal and equitable rights and
remedies permissible, in order to enforce the Exclusive Use applicable to their
respective Lot, and shall have the right to file any action against the Owner and/or
Tenant in breach of such Exclusive Use for all legal and equitable remedies available,
including, but not limited to, immediate injunctive relief, specific performance and any
and all damages of any type or nature whatsoever. In the event such Owner and/or
Tenant takes legal or equitable action to enforce its Exclusive Use hereunder, and
prevails,such Owner and Tenant,shall be entitled to recover from the breaching Owner
and Tenant (if it is a Tenant in breach) all reasonable costs and expenses actually
incurred by such non-breaching Owner and Tenant in any such action, including but
not limited to attorneys' fees, paralegals' fees, filing fees and costs, as well as interest
thereon, up through and including any appeal thereof.
10.3 Parking Requirements. Notwithstanding the cross-parking easement rights
contained herein,each Lot shall meet the parking requirements set forth by Collier County,
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Florida, as approved with the site and development plan for the development of the
Property, for the respective use on the Lot at all times without the need to use any parking
spaces on any other Lot(s)to meet such requirements.
11. Miscellaneous.
11.1 Attorneys' Fees. In the event an Owner or Tenant institutes any legal action or
proceeding for the enforcement of any right or obligation herein contained, the prevailing
party after a final adjudication shall be entitled to recover its costs and reasonable attorneys'
fees incurred in the preparation and prosecution of such action or proceeding.
11.2 Amendment.
(a) This Agreement may be modified or amended, in whole or in part, or
terminated, only by the written consent of all record Owners of Lot 1, Lot 2 and Lot 3,
which modification or amendment shall be evidenced by a document that has been fully
executed and acknowledged by all such record Owners and recorded in the official records
of Collier County, Florida.
(b) Notwithstanding paragraph 11.2(a) above, no termination of this
Declaration,and no modification or amendment of this Declaration shall be made,nor shall
the same be effective, unless the same has been expressly consented to in writing by the
Tenant of each Lot.
1 1.3 Consents. Wherever in this Agreement the consent or approval of an Owner or its
Tenant is required, unless otherwise expressly provided herein, such consent or approval
shall not be unreasonably withheld or delayed. Any request for consent or approval shall:
(a)be in writing; (b) specify the section hereof which requires that such notice be given or
that such consent or approval be obtained; and (c) be accompanied by such background
data as is reasonably necessary to make an informed decision thereon. The consent of an
Owner or its Tenant under this Agreement, to be effective, must be given, denied or
conditioned expressly and in writing. During the continuance of its Lease, any consent by
an Owner of a Lot, to be effective, shall also require the consent of its Tenant, and the
Tenant shall be permitted to withhold its consent to any changes related to parking,
driveways or use restrictions that burden or benefit the Lot that it leases in its sole
discretion.
1 1.4 Intentionally Deleted.
11.5 No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to such
default.
11.6 No Agency. Nothing in this Agreement shall be deemed or construed by any Owner
or its Permittees or by any third person to create the relationship of principal and agent or
of limited or general partners or of joint venturers or of any other association between the
Owners and their Tenants.
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11.7 Covenants to Run with Land. It is intended that each of the easements,covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the land and
create equitable servitudes in favor of real property benefited thereby, shall bind every
person having any fee, leasehold or other interest therein and shall inure to the benefit of
the Owners, Permittees and their successors, assigns, heirs, and personal representatives.
11.8 Grantee's Acceptance. The grantee of any Lot or any portion thereof,by acceptance
of a deed conveying title thereto or the execution of a contract for the purchase thereof,
whether from an original party or from a subsequent owner of such Lot, shall accept such
deed or contract upon and subject to each and all of the easements, covenants, conditions,
restrictions and obligations contained herein. By such acceptance, any such grantee shall
for himself and his successors, assigns, heirs, and personal representatives, covenant,
consent,and agree to and with the other party,to keep, observe, comply with, and perform
the obligations and agreements set forth herein with respect to the property so acquired by
such grantee.
11.9 Separability. Each provision of this Agreement and the application thereof to Lot
1, Lot 2 and Lot 3 are hereby declared to be independent of and severable from the
remainder of this Agreement. If any provision contained herein shall be held to be invalid
or to be unenforceable or not to run with the land, such holding shall not affect the validity
or enforceability of the remainder of this Agreement. In the event the validity or
enforceability of any provision of this Agreement is held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such legal
description to be prepared. Ownership or shared estate of all Lots by the same person or
entity shall not terminate this Agreement nor in any manner affect or impair the validity or
enforceability of this Agreement.
11.10 Time of Essence. Time is of the essence of this Agreement.
11.11 Entire Agreement. This Agreement contains the complete understanding and
agreement of the parties hereto with respect to all matters referred to herein, and all prior
representations, negotiations, and understandings are superseded hereby.
11.12 Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national overnight
courier company, or personal delivery. Notice shall be deemed given upon receipt or
refusal to accept delivery. Notice given to an Owner hereunder to be effective shall also
simultaneously be delivered to the Tenant of such Owner, conditioned upon that Tenant
having provided its most recent notice information in writing to that party previously. Each
Owner and Tenant may change from time to time their respective address for notice
hereunder by like notice to the other Owners and its Tenants. The notice addresses for
Declarant, CFA, Heartland and Aldi as of the date hereof are as follows:
If to Declarant: Addison Commercial Corner, LLC
Corporate Office
1200 Network Centre Dr., Suite #3
Effingham, Illinois 62401
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16A19
Attention: Jonathan Brumleve
With copy to: Swann Hadley Stump Dietrich & Spear, P.A.
200 E.New England Blvd.
Suite 300
Winter Park, Florida 32789
Attention: Leigh Williams, Esq.
If to CFA: Chick-fil-A, Inc.
5200 Buffington Road
Atlanta, Georgia 30349
Attention: Legal Department—Real Estate
With a copy to: Troutman Pepper Hamilton Sanders LLP
600 Peachtree Street, Suite 3000
Atlanta, Georgia 30308
Attn: W. Nicolas Harper, Esq.
If to Heartland: Heartland Dental, LLC
1200 Network Centre Drive, Suite 100
Effingham, 1162401 llinois
Attention: Brandon Weber
With a copy to: Craig& Craig, LLC
1807 Broadway Avenue
Mattoon, Illinois 61938
Attention: Robert G. Grierson
If to Aldi: Aldi (Florida) L.L.C.
1 171 N. State Rd. 7
Royal Palm Beach, Florida 33441
Attention: Mike Lucido, Director of Real Estate
With a copy to: Kayne Law Group
612 Park Street, Suite 100
Columbus, Ohio 43215
Attention: Bradley J. Walent, Esq.
11.13 Governing Law. The laws of the State of Florida shall govern the interpretation,
validity,performance, and enforcement of this Agreement.
11.14 Estoppel Certificates. Each Owner of a Lot,within thirty(30)days of its receipt of
a written request from the other Owner, shall from time to time provide the requesting
Owner, a certificate binding upon such Owner stating: (a) to the best of such Owner's
knowledge,whether any party to this Agreement is in default or violation of this Agreement
and if so identifying such default or violation; and (b) that this Agreement is in full force
15
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16A19
and effect and identifying any amendments to the Agreement as of the date of such
certificate.
11.15 Bankruptcy. In the event of any bankruptcy affecting any Owner or Tenant of any
Lot the parties agree that this Agreement shall, to the maximum extent permitted by law,
be considered an agreement that runs with the land and that is not rejectable, in whole or
in part, by the bankrupt person or entity.
11.16 Tenant Approvals. All approval and consent rights,as well as any obligations, of
Tenants on any of the Lots under this Agreement shall automatically terminate, as to each,
upon the expiration,or such early termination,or its respective lease. For clarification,this
paragraph 11.16 shall not act to terminate any of the approval and consent rights, as well
as any obligations, which accrue prior to the expiration, or such earlier termination of the
lease, but only as to those which accrue after such expiration, or earlier termination of the
lease.
(SIGNATURES OF FOLLOWING PAGES)
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IN WITNESS WHEREOF, the Declarant has executed this Agreement as of the date first
written above.
ADDISON COMMERCIAL CORNER, LLC
a Florida limited liability company
/A igt"frt-A—
Pri ame: ' r i . . Na . �'o n/Q7/JZd nJ ArRti n,Lk L'E
Title: /hAMArrf
Print Name: - S1 c{1L4n A,' sire('
STATE OF (i ho j S
COUNTY OF ir'c..4
The foregoing instrument was acknowledged before me by means of( X) physical resence or
( ) online notarization thisg day of , 2021, by3'o ,a,{-ha,n$cutsl
of ADDISON COMMERCIAL CORNER, LLC, lorida limited liability company. He/sh is
iC
( ).) personally known to me or ( ) have produced a valid driver's license for identification.
Nam Lip v\ AGW1.11 c
Notary Public in and for t e Stale of
a�glat
[Notary Seal]
OFFICIAL SEAL
LEE ANN SCHMIDGALL
NOTARY PUBLIC-STATE OF ILLINOIS
MY COMMISSION EXPIRES:08/04/24
17
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JOINDER AND CONSENT OF CFA
CHICK FIL A, INC., Georgia corporation ("CFA"). as a tenant pursuant to that certain
unrecorded Ground Lease dated August 26, 2020 as amended from time to time (the "CFA
Lease"), with respect to a portion of that land referred to as Lot 1 in Exhibit "B", for and in
consideration of the improvements to be constructed on Lot 1, and other good and valuable
consideration, the value and sufficiency of which are hereby acknowledged, does hereby join in
and consent to this Agreement, and hereby agrees that its rights, title and interest in and to Lot 1,
as described herein, shall be subordinate to the Agreement and the easements and rights created
therein. CFA hereby agrees to abide by and subject itself to all of the easements, terms and
provisions of the Agreement during the term of the CFA Lease to the extent such easements, terms
and provisions of the Agreement are applicable to CFA as the tenant of Lot 1. In no event shall
CFA have any obligations or liabilities under the Agreement for matters arising prior to the
Commencement Date (as defined in the CFA Lease) or for matters arising after the expiration or
termination of the CFA Lease.
IN WITNESS WHEREOF, CFA has caused this instrument to be executed this /0day of
l'ebru . 2021.
CHICK-FIL-A, INC. a Georgia corporation
C f By:
Print Name: eafl,te- C. 8eliuti:c" Name: Amy Rooks
Title: Executive Director
Print Name: F 1A-Ki 0J5( .1
STATE OF 4-e0rArCOUNTY OF ,i,( d,,t
The foregoing instrument was anowledoed before me by means of( 'physical presence or
( ) online notarization this(b nay of K of . 2021. by A► Rooks as Exp Jr'e,�,r�e1br
of CHICK-FIL-A. INC.. a Georgia corporation. He/she is ( persohally known to me or (__ )
have produced a valid driver's license for identification.
61,e
/6'ac0 ck�
Name. k. �r Le_ZAGoGA' S'll. ?--_
Notary Public in and for the State of
[Notary Seal] o 6 p,COC �''"o,
.O 4%1
1AR1.
r,•y93:
• es
FyQiR [c�
F63 "'
s,za .
•
PuBNAGJV
,%-ALB CO ••••••
18 ,',,,uuuu.,•,N••
t'_561730
1 6A19
JOINDER AND CONSENT OF HEARTLAND
HEARTLAND DENTAL,LLC,a Delaware limited liability company ("Heartland"),as
a tenant pursuant to that certain unrecorded Lease Agreement,as amended from time to time, with
respect to a portion of that land referred to as Lot 2 in Exhibit"B", for and in consideration of the
improvements to be constructed on Lot 2, and other good and valuable consideration, the value
and sufficiency of which are hereby acknowledged, does hereby join in and consent to this
Agreement, and hereby agrees that its rights, title and interest in and to Lot 2, as described herein,
shall be subordinate to this Agreement and the easements and rights created therein. Heartland
hereby agrees to abide by and subject itself to all of the easements, terms and provisions of the
Agreement during the term of the Heartland Lease to the extent such easements, terms and
provisions of the Agreement are applicable to Heartland as the tenant of Lot 2. In no event shall
Heartland have any obligations or liabilities under the Agreement for matters arising prior to the
Commencement Date(as defined in the Heartland Lease)or for matters arising after the expiration
or termination of the Heartland Lease.
IN WITNESS WHEREOF, Heartland has caused this instrument to be executed this , '
day of 6...,..,,, , 2021.
HEARTLAND DENTAL, LLC
a Delaware limited liability company
q . ` �-- /✓.‘_- ' By:
Print Name: ,2;''4 c"/, Name• w+). +J, se—
Print Name:—v:41+t Ww,
STATE OF ,s-w.t_,,•.0,'j
COUNTY OF f ;;.- r r--
The foregoing instrument was acknowledged before me by means of( • physical presence or
( ) online notarization this 21rtiay of 1 5-1.1tL , 2021, by;jam,. s, ;q ;:.as V h,Ja.x?I /
of Heartland Dental, LLC, a Delaware limited liability company. He/she is ( ✓f personally
known to me or( ) have produced a valid driver's license for identification.
l �
Name . )>-.; , - .J -t�:-r --
Notary Pur Iic in and for the State of
[Notary Seal]
Official Seal
Brandon J Weber
Notary Public State of Illinois
My Commission Expires 07/15/2023
19
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16A19
JOINDER AND CONSENT OF ALDI
ALDI (FLORIDA) L.L.C., a Florida limited liability company ("Aldi"), as a tenant
pursuant to that certain Aldi Ground Lease Agreement dated July 9, 2020, as amended from time
to time, with respect to a portion of that land referred to as Lot 3 in Exhibit"B"(the"Aldi Lease"),
for and in consideration of certain improvements to be constructed on Lot 3, and other good and
valuable consideration, the value and sufficiency of which are hereby acknowledged, does hereby
join in and consent to this Agreement, and hereby agrees that its rights, title and interest in and to
Lot 3, as described herein, shall be subordinate to this Agreement and the easements and rights
created therein. Aldi hereby agrees to abide by and subject itself to all of the easements,terms and
provisions of the Agreement during the term of the Aldi Lease to the extent such easements, terms
and provisions of the Agreement are applicable to Aldi as the tenant of Lot 3. In no event shall
Aldi have any obligations or liabilities under the Agreement for matters arising prior to the
Commencement Date (as defined in the Aldi Lease) or for matters arising after the expiration or
termination of the Aldi Lease.
IN WITNESS WHEREOF, Aldi has caused this instrument to be executed this; day of
0,, IA(Al , 2021.
ALDI (FLORIDA), L.L.C.,
a Florida limited liability company
By:
Print,N. e: fi�� - Name: `�`5 ,
Title: ,
i II
Print Na e: A►J'tc j+w
STATE OF " i I Ct..
COUNTY OF IYl
The foregoing instrument was acknowledged before me by means of V hysical presence or
( ) online notarization this ),. day of Fb'w r y , 2021, by • '' tr. as V tce tics,iiti)f"•
of Aldi (Florida), L.L.C., a Florida limited liability' company. He/she is ( ) personally known
to me or ( ) have produced a valid driver's license for identification.
me: Dd+ CFI Lev) 1. r e ,*L
Notary Public in and for the State of
I:1{.(1'Lfc
[Notary Seal]
„so...
;CDI EIIEN G'JRE;'diTZ
Nctary R'-ei c ,` orda
• ,.• .�' •= Commiss:or#GG0845 12
v�= "II �p> My Comm.Exp:es May 2',I<t
aorAed'�r ougln Na6crai Notary�s��.
20
42561730
I 6 A 1 9
EXHIBIT A
Property
TRACT F, ADDISON PLACE, ACCORDING TO THE MAP OR PLAT THEREOF,
RECORDED IN PLAT BOOK 64, PAGE 29 OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
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1 6A19
EXHIBIT B
Lot Depiction
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22
42561730
1 6A19
EXHIBIT C
Site Plan
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23
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1 6A19
EXHIBIT D
Cross-Parking Easement Area
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24
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16A19
EXHIBIT E
Prohibited Uses
a. a business selling alcoholic beverages for on-premises consumption except for a
restaurant with sit down table service as its primary operation in which the sale of
alcoholic beverages does not exceed 50% of its gross sales;
b. a laundry or dry-cleaning establishment, provided, the foregoing restriction shall not
include an establishment for dry cleaning drop-off and pick-up only, with no cleaning
services being performed at the subject property;
c. any establishment which stocks, displays, sells, rents, or offers for sale or rent any
merchandise or material commonly used or intended for the use with or in consumption
of any narcotic, dangerous drug, or other controlled substance (provided that the
foregoing is not intended and shall not be construed to prohibit a drug store);
d. an adult book store, an establishment selling or exhibiting pornographic materials or any
form of adult entertainment or an operation whose principal use is an exotic dancing
and/or massage parlor (provided this restriction shall not prohibit massages in
connection with a beauty salon, health club or athletic facility or a national massage
chain such as Massage Envy);
e. an abortion clinic; Planned Parenthood;
f. an auto repair shop;
g_ a lot for the sale of used automobiles;
h. a mobile home park, trailer court (except that this provision shall not prohibit the
temporary use of construction trailers during any periods of construction, reconstruction
or maintenance), mobile home sales lot, living quarters, hotel or apartment building;
i. an off-track betting establishment, bingo parlor or any gambling use, excluding the
incidental sale of lottery tickets;
a business which would emit or produce noxious fumes, gases, excessive dust, dirt or
loud noises (provided this restriction shall not prohibit a car wash);
k. an assembly, manufacturing, distilling, refining, smelting, industrial, agricultural,
drilling or mining operation;
1. a junk yard, stock yard, animal raising operation, a dump or disposal or any operation
for the incineration or reduction of garbage or refuse;
m. a pawn shop, a thrift store, consignment shop or "re-sell" shop, a "Good Will" or
"Salvation Army" type store, flea market or a store dedicated to the sale of tobacco
products;
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1 6A19
n. a mortuary or funeral home;
o. a church or other place of worship, banquet hall, auditorium or meeting hall;
p a convenience store such as 7 Eleven unless the convenience store is a WAWA or
Cumberland Farms;
n a carnival, amusement park, or circus; or
r. a use or operation that is generally considered to be an environmental risk to any portion
of the Development or surrounding properties (not to include any commonly accepted
commercial uses such as professionally operated gas stations).
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16A19
Article IV L20000140370
The name and address of person(s) authorized to manage LLC: MayFIL 2 8:00 M
2 2020
Title: MGR Sec. Of State
JONATHAN BRUMLEVE kepage
PO BOX 768
EFFINGHAM, IL. 62401 US
Title: MGR
CURTIS FROST
PO BOX 768
EFFINGHAM, IL. 62401 US
Article V
The effective date for this Limited Liability Company shall be:
05/22/2020
Signature of member or an authorized representative
Electronic Signature: JONATHAN BRUMLEVE
I am the member or authorized representative submitting these Articles of Organization and affirm that the
facts stated herein are true. I am aware that false information submitted in a document to the Department
of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to
file an annual report between January 1st and May 1st in the calendar year following formation of the LLC
and every year thereafter to maintain "active" status.
16A19
Electronic Articles of Organization L20000140370
For FILED 8:00 AM
May 22 2020
Florida Limited Liability Company Sec. Of'State
kepage
Article I
The name of the Limited Liability Company is:
ADDISON COMMERCIAL CORNER, LLC
Article II
The street address of the principal office of the Limited Liability Company is:
1200 NETWORK CENTERE DRIVE
SUITE 2
EFFINGHAM, IL. US 62401
The mailing address of the Limited Liability Company is:
PO BOX 768
EFFINGHAM, IL. US 62401
Article III
The name and Florida street address of the registered agent is:
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL. 32301
Having been named as registered agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, I hereby accept the appointment as registered
agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent.
Registered Agent Signature: SARAH THOMAS