L E A S E A G R E E M E N T
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THIS LEASE AGREEMENT made and entered into this 19th day of May, 1998
by and between Xxxx X. Xxxxxxx, hereinafter referred to as "LANDLORD" and
Jupiter Marine International, Inc., hereinafter referred to as "TENANT".
WITNESSETH
LANDLORD does this day lease unto Tenant and Tenant does hereby agree
and take as Tenant on the terms and conditions as contained herein as follows:
1. PREMISES: Landlord hereby leases to Tenant upon the terms and
conditions contained herein approximately 32,140 square feet
of space known as 0000 X.X. 00xx Xxxxxx, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as the "Premises"). In
the event that the terms of this Lease Agreement conflict with
the terms of the Addendum to the Lease Agreement attached
hereto, the terms of the Addendum will supersede the terms of
the Lease Agreement; otherwise, the terms of the Addendum are
incorporated by reference herein.
2. TERM: The commencement date of this Lease is may 19, 1998 and
the termination date is May 18, 2002.
3. RENT: Tenant agrees to pay Landlord as rental for the premises
the monthly rent commencing May 19, 1998 in the amount of Ten
Thousand Seven Hundred Fourteen Dollars ($10,714.00) per
month, plus any applicable sales tax required by governmental
authorities. The rent shall be payable to the Landlord without
demand in advance on or before the first day of each month
during the term of this Lease at the address of Landlord as
stated herein or such other address that Landlord shall
designate in writing to Tenant.
The above rental rate shall be increased by 5% each year
commencing on the anniversary date of this Agreement, May 19,
1999, 2000, 2001 and 2002, respectively.
In addition to the monthly rent stated above, Tenant shall pay
each month, as additional rent, a sum equal to one-twelfth
(1/12) of the real property taxes assessed against the
Premises of the time that this Lease is in effect. This amount
shall be based on the gross taxes for the most recent calendar
year available.
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4. SECURITY DEPOSIT AND LAST MONTH'S RENT: Landlord acknow-
ledges receipt of a Security Deposit in the amount of Ten
Thousand Dollars ($10,000.00) that Landlord shall retain as a
security for the faithful performance of all the terms and
conditions of this Lease. Tenant acknowledges that Landlord is
not holding the last month's Rent. Landlord shall not be
obligated to apply the Security Deposit on Rents or other
charges in arrears, or in damages for failure to perform the
terms and conditions of this Lease. Application of the
Security Deposit to the arrears of rental payments or damages
shall be at the sole option of the Landlord, and the right to
possession of the Premises by the Landlord for non-payment of
Rent or for any other reason shall not in any event be
affected by the Security Deposit. The Security Deposit is to
be returned to Tenant when this Lease is terminated, according
to the terms of this Lease, if not otherwise applied by reason
of any breach of the terms and conditions of this Lease by
Tenant. Tenant expressly acknowledges that Tenant shall not
have the right to apply the Security Deposit to Rent. In no
event is the Security Deposit to be returned until Tenant has
vacated the Premises and delivered possession to the Landlord.
In the event Landlord repossess the Premises because of the
default of the Tenant or because of the failure by the Tenant
to carry out the terms and conditions of this Lease, Landlord
may apply the Security Deposit on all damages suffered to the
day of repossession and may retain the balance of the Security
Deposit to apply on damages that may accrue or be suffered
thereafter by reason of a default or breach of the Tenant.
landlord shall not be obligated to hold the Security Deposit
in a separate fund, but may mix the security deposit with
other funds of the Landlord, and Landlord shall not be
obligated to pay interest to Tenant on the Security Deposit.
5. UTILITIES: Tenant shall be solely responsible for paying the
cost of all electricity, telephone and other utilities
provided to the leased Premises.
6. LATE CHARGES: Tenant acknowledges that late payment by Tenant
to Landlord of Rent, Tenant's share of Operating Expenses or
other sums due hereunder, will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of such costs
being extremely difficult and impracticable to fix. Such costs
include, without limitation, processing and accounting
charges, and late charges that may be imposed on Landlord by
the terms of any encumbrance and note secured by any
encumbrance covering the Premises. Therefore, if any
installment of Rent or other sum due from Tenant is not paid
to Landlord when due, Tenant shall pay to Landlord an
additional sum equal to 5% of such overdue amount as a late
charge. The parties agree that this late charge shall not
constitute a waiver of Tenant's default with respect to the
overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies available to Landlord.
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The late charge equaling 5% of the rent will be paid if the
rent is not received within ten (10) days of its due date.
7. USE OF PREMISES: The Premises are to be used for boat
construction and for no other purposes without Landlord's
consent. Tenant shall not use or allow the Premises to be used
for any improper, immoral, unlawful or objectionable purposes,
nor shall Tenant cause, maintain or permit any nuisance in, or
about the Premises. Tenant shall not damage or deface or
otherwise commit or suffer to be committed any waste in or
upon the Premises or permit the same to be used in a manner
that would impair the structural strength of or endanger any
building or part of the lease Premises.
8. ENVIRONMENTAL MATTERS:
A. At any time during the term of this Lease, if
Landlord believes the Premises may have been
contaminated by any Hazardous Substance, and within
ninety (90) days after the termination or expiration
of this Lease, Landlord and its consultants shall
have the right, but not the obligations, to sample,
analyze, inspect and monitor the air, soil, the
surface water, the ground water and any materials or
substances (whether or not belonging to Tenant) in,
on or about the Premises of the purpose of
determining the presence of any Hazardous Substance.
B. Tenant shall not, without the consent of Landlord,
disclose to any third party or to the public any
information obtained through any environmental
assessment or investigation of the Premises which is
not publically known. Notwithstanding the foregoing,
any such confidential information may be disclosed to
a governmental agency or to the public if Tenant
believes in good faith that such disclosure is
required by pertinent law, and Tenant notifies
Landlord in writing of its intent to disclose such
confidential information within a reasonable period
of time before such disclosure.
C. Tenant shall defend, indemnify and hold Landlord
harmless from any against any and all claims,
response or remediation costs, losses, damages,
penalties, other costs, actions, judgments, expenses
and liabilities of every kind and nature whatsoever
(including, without limitation, attorneys' and
consultants' fees and costs and expenses of
investigation, remediation or defense) (i) which
arise either directly or indirectly from Tenant's
violation of any Environmental Law or (ii) which
arise directly or indirectly from generation,
treatment, storage, spillage, handling, disposal or
release on, under or from the Premises
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by Tenant or any of its affiliates, agents,
contractors, employees, or invitees of any Hazardous
Substance.
D. Tenant warrants, represents and covenants that it
shall, at all times and at its own expense:
(i) comply promptly with all applicable
Environmental Laws;
(ii) immediately notify Landlord of any notice of
violation, noncompliance or other written
communication by any governmental authority
or others of any violation of any
Environmental Laws;
(iii) immediately inform Landlord if Tenant
becomes aware of or causes a release of
Hazardous Substance on the Premises or
anywhere in the vicinity of the foregoing;
(iv) cause to be performed and provide a written
report as to the results thereof to be
delivered to Landlord within ninety (90)
days of written request of Landlord an
environmental and contamination study of the
Premises performed by a reputable licensed
and environmental reporting form reasonably
acceptable by Landlord, which includes the
sampling, analyzing and inspection of the
air, soil, surface water, ground water, and
any materials or substances in, on or about
the Premises for the purpose of determining
the presence of any Hazardous Substance.
(v) If any assessment confirms the existence of
any contamination from Hazardous Substances
on, under or about the Premises caused by
Tenant's use of or activities in the
Premises, Tenant shall be responsible for
(i) the removal of any such Hazardous
Substance from the Premises or any adjoining
property if such Hazardous Substance
migrated to any adjoining property; (ii) the
disposal of the same strictly in accordance
with applicable law; and (iii) any
remediation work on the Premises which shall
be done in compliance with existing
standards of Environmental Laws, or in the
event there are no such standards for any
particular contaminant, then the Premises
shall be free of any Hazardous Substance to
a standard of background levels of
contamination, meaning the level of
contaminant naturally occurring in or under
the air, soil, surface water or ground
water, which presents no significant
environmental or health risks.
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9. ALTERNATIONS AND ADDITIONS Tenant shall not install any signs,
building or trade fixtures or improvements to the Premises
without the express prior written consent of Landlord, not to
be unreasonably withheld or delayed. Tenant shall keep the
Premises and the property on which the Premises are situated
free from any and all liens and encumbrances arising out of
any work performed, materials furnished or obligations
incurred by or on behalf of tenant.
Upon termination of this lease, Tenant shall remove all signs,
building or trade fixtures, furniture and furnishings and
repair any damage caused by the installation or removal of
such signs, trade fixtures, furniture and furnishings and
leave the Premises in as good condition as they were in at the
time of the commencement of this Lease excepting for
reasonable wear and tear. Unless otherwise agreed in writing
by the parties, all improvements and fixtures shall remain the
property of the Landlord.
10. RESTRICTION AGAINST CONSTRUCTION LIENS: Neither Tenant nor
anyone claiming by, through or under Tenant, shall have any
right to file or place any lien of any kind or character
whatsoever on the property and notice is hereby given that no
contractor, subcontractor, or anyone else that may furnish any
material, service or labor to the property at any time shall
be or become entitled to any lien thereon whatsoever. For the
further security of Landlord, Tenant shall give actual notice
of this restriction in advance to any and all contractors,
subcontractors, or other persons, firms or corporations that
may furnish any such material, service or labor. Landlord
shall have the right to record a notice of this provision the
Public Records of the County in which the Premises are
located.
If such lien is filed against Landlord's interest on the
property, Tenant shall cause such lien to be released of
record or bonded within ten (10) days of Tenant's knowledge of
such lien.
11. REPAIRS AND MAINTENANCE: Tenant hereby agrees and acknowledges
that all maintenance and repair of the leased Premises is the
responsibility and obligation of the Tenant. The Tenant hereby
agrees that the Tenant shall maintain the Premises on a
regular basis and shall repair the Premises immediately upon
determining that repair is necessary. The Tenant shall return
the Premises to Landlord at the expiration of termination of
the lease term in the same or better condition as existed
prior to the Tenant taking possession. The failure to
adequately maintain and repair the Premises may be deemed a
default of this Lease at the Landlord's option. It is
understood, though, that the Landlord is responsible to
maintain the structural integrity of the foundation, floors,
walls and xxxx, unless an act or omission of the Tenant caused
or contributed to the damage.
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12. INSURANCE: Tenant shall at all times during the term of this
Lease, and at its sole cost and expense , maintain workers
compensation insurance for its employees and agents; and
shall, in addition, maintain comprehensive general liability
insurance against liability for bodily injury and property
damage with liability limits as set forth below; such general
liability insurance naming Landlord and its employees, agents
and assignees as additional insured. The above-mentioned
comprehensive general liability insurance shall be in the
amount of not less than $1,000,000.00 per occurrence and not
less that $1,000,000.00 in the aggregate. In no event shall
the limits of said policy or policies be considered as
limiting the liability of Tenant under this Lease.
13. LIMITATION OF LIABILITY AND INDEMNITY: Tenant agrees to save
and hold Landlord harmless and indemnify Landlord against all
liabilities, charges and expenses (including reasonable
attorneys' fees, costs of court and expenses necessary in the
prosecution or defense of any litigation) by reason of injury
to person or property, from whatever cause, while in or on the
lease Premises, with the improvements or personal property
therein, including any liability for injury to person or
property of Tenant, its agents or employees or third party
persons except for damages resulting from the act or omissions
of Landlord or its authorized representatives.
Further, Landlord shall not be liable to Tenant for any damage
to Tenant or Tenant's property, nor for any injury to any
person from any cause except for damage or injury to any
person from any cause except for damage resulting from the
acts or omissions of Landlord or its authorized
representatives.
14. ASSIGNMENT AND SUBLETTING: Tenant shall not either
voluntarily, or by operation of law assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any
interest therein, and shall not sublet the Premises or any
part thereof, or any right or privilege appurtenant thereto,
without the written consent of Landlord first had and
obtained, which consent shall not be unreasonably withheld or
delayed. Tenant shall give Landlord at least thirty (30) days
written notice of its desire to assign or sublet all or some
of the Premises. Any such assignment, sublease or the like
which is approved by the Landlord must be pursuant to a
written agreement in a form acceptable to the Landlord. Each
permitted assignee or transferee shall assume and be deemed to
have assumed this Lease and shall be and remain liable jointly
and severally with Tenant for the payment of Rent and for the
due performance of and compliance with all the terms,
covenants, conditions and agreements herein contained on
Tenant's part to be performed or complied with for the term of
this Lease.
15. SUBROGATION: Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other from any loss
insured by fire,
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extended coverage and other property insurance policies
existing for the benefit of the respective parties. Each party
shall endeavor to obtain any special endorsements, if required
by their insurer to evidence compliance with the
aforementioned waiver.
16. SUBORDINATION: Provided Tenant is given a non disturbance
agreement in reasonable form, Tenant shall, upon request of
the Landlord, execute any instrument necessary or desirable to
subordinate this Lease and all its rights contained hereunder
to any and all encumbrances now or hereafter in force against
the Lot and Project of which the Premises are a part. In the
event of any proceedings are brought for foreclosure or in the
event of the exercise of the power of sale under any mortgage
or deed of trust made by Landlord covering the Premises,
Tenant shall attorn to the purchaser upon any such foreclosure
of sale and recognize such purchaser as the Landlord under
this Lease.
17. RIGHT OF ENTRY: Tenant grants to Landlord or its agents the
right to enter the Premises at all reasonable times for
purposes of inspection, repair or alteration and showing the
Premises to prospective tenants or owners of the Premises or
Project. Landlord shall at all times have and retain a key
with which to unlock all the doors in, upon and about the
Premises, excluding Tenant's vaults and safes and Landlord
shall also have the right to place "for rent" and/or "for
sale" signs on the outside of the Premises. Landlord shall
have no liability in connection with the exercise of its
rights in this paragraph provided it complies with the
following: (i) except in case of emergency, Landlord's right
of entry will be coordinated in advance with Tenant and
scheduled at a mutually convenient time that will minimize to
the greatest extent possible, interference with Tenant's
business; (ii) Tenant reserves the right to maintain secured
areas for storage of records and documents for which Landlord
will not be given a passkey or combination. Entry for showing
the Premises to prospective new tenants shall be permitted at
all times during the Lease terms.
18. ESTOPPEL CERTIFICATE: Tenant shall execute and deliver to
Landlord, upon not less than ten (10) days prior written
notice, a statement in writing certifying that this Lease is
un-modified and in full force and effect (of, if modified
stating the nature of such modification) and the date to which
the Rent (other charges are paid in advance, if any), and
acknowledging that there are not, to Tenant's knowledge, any
uncured defaults on the part of Landlord hereunder or
specifying such defaults as they are claimed. Any such
statement may be conclusively relied upon by any prospective
purchaser or encumbrances of the Premises. Tenant's failure to
deliver such statement within such time shall be conclusive
upon the Tenant that (i) this Lease is in full force and
effect, without modification except as may be represented by
Landlord; (ii) there are no uncured defaults in the Landlord's
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performance, and (iii) not more than one month's rent has been
paid in advance.
19. TENANT'S DEFAULT: The occurrence of any one or more of the
following events shall constitute a default and breach of this
Lease by Tenant:
A. The vacation or abandonment of the Premises by the
Tenant; except that Tenant will not be in default if
it gives Landlord advance notice of its intention to
vacate the Premises and remains current in its other
obligations under this Lease.
B. The failure by Tenant to make payment of Rent or any
other payment required hereunder for a period of
seven (7) days after written notice demanding
payment. This clause shall not be deemed a
modification of Paragraph 8.
C. The failure of Tenant to observe, perform or comply
with any of the conditions or provisions of this
Lease for a period, unless otherwise noted herein,
within ten (10) days after written notice of such
default or if such default cannot be cured within
that time, then such additional time as may be
necessary, if within such ten (10) days, the Tenant
has commenced and is diligently pursuing the remedies
necessary to cure such default, in which event this
Lease shall not be terminated while such remedies are
being so diligently pursued.
20. REMEDIES FOR TENANT'S DEFAULT: In the event of Tenant's
default or breach of the Lease, Landlord may terminate
Tenant's right to possession of the Premises by any lawful
means in which case this Lease shall terminate and Tenant
shall immediately surrender possession of the Premises to
Landlord. In addition, the Landlord shall have the immediate
right of re-entry following abandonment of the Premises by
Tenant and Landlord may consider any personal property
belonging to Tenant and left on the Premises to also have been
abandoned, in which case Landlord may dispose of all such
personal property in any manner Landlord shall deem property
and is hereby relieved of all liability for doing so.
If Tenant breaches this Lease and abandons the Premises before
the end of the term, or if Tenant's right to possession is
terminated by Landlord because of a breach of the Lease, then
in either such case, Landlord may recover from Tenant all
damages suffered by Landlord as a result of Tenant's failure
to perform its obligations hereunder, including, but not
restricted to, the worth at the time of the award of the
amount by which the Rent then unpaid hereunder for the balance
of the Lease term after the time of award exceeds the amount
of such loss of Rent for the same period which
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the Tenant proves could be reasonably avoided by Landlord and
in such case, Landlord prior tot eh award, may relet the
Premises for the purpose of mitigating damages suffered by
Landlord because of Tenant's failure perform his obligations
hereunder; provided, however, that even though Tenant has
abandoned the Premises following such breach, this Lease shall
nevertheless continue in full force and effect for as long as
the Landlord does not terminate Tenant's right of possession,
and until such termination, Landlord may enforce all his
rights and remedies under this Lease. Landlord may declare all
of the installments of rent for the whole term of this Lease
to be immediately due and payable at once without further
demand, in which event all sums payable to the Landlord shall
bear interest from the date of default at the highest rate
permitted by law. The foregoing remedies are not exclusive;
they are cumulative in addition to any remedies now or later
allowed by law or equity, and to any remedies Landlord may
have under bankruptcy laws or laws affecting creditor's rights
generally. The waiver of Landlord of any breach of any term of
this Lease shall not be deemed a waiver of such term or of any
subsequent breach thereof.
21. SURRENDER OF PREMISES: Upon termination of the Lease or
expiration for the term hereof, if Tenant retains possession
of the Premises without Landlord's written consent first had
and obtained, then Tenant's possession shall be deemed a
tenancy at sufferance, and the Landlord may bring an action
for possession or detainer at any time thereafter. If Tenant
holds possession of the Premises after the term of this Lease
without Landlord's consent, Tenant shall become a Tenant from
month to month at the base rent, as provided by Florida law,
payable in advance on or before the first day of each month.
All options, if any, granted under the terms of this Lease
shall be deemed terminated and be of no effect during said
month to month tenancy, and the tenancy may thereafter be
terminated as provided by Florida law. By signing this Lease
Agreement the Tenant agrees that upon surrender or
abandonment, as defined by the Florida Statutes, the Landlord
shall not be liable or responsible for storage or disposition
of the Tenant's personal property.
22. LANDLORD'S DEFAULT: Tenant agrees to give any Mortgage and/or
Trust Deed Holders, of whose existence Tenant has been
previously notified by Registered Mail, a copy of any Notice
of default served upon the Landlord, provided that prior to
such notice Tenant has been notified in writing (by way of
Notice of Assignment of Rents and Leases, or otherwise) of the
address of such Mortgage and/or Trust Deed Holders. Such
Mortgage and/or Trust Deed Holders shall have an additional
ten (10) days within which to cure such default or if such
default cannot be cured within that time, then such additional
time as may be necessary, if within such ten (10) days, the
Tenant has commenced and is diligently pursuing the remedies
necessary to cure
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such default, in which event this Lease shall not be
terminated while such remedies are being so diligently
pursued.
23. SALE OR TRANSFER OF PREMISES: In the event of any transfer of
title of the Premises by Landlord, Landlord shall be and is
hereby entirely freed and relieved of all liability under any
and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or
omission occurring in or derived from this Lease arising out
of any act, occurrence or omission occurring after the
consummation of such transfer of title; and the transferee
shall be deemed without any further agreement between the
parties or their successors in interest or between the parties
and any such transferee, to have assumed and agreed to carry
out any and all of the covenants and obligations of the
Landlord under this Lease.
24. WAIVER: No delay or omission in the exercise of any right or
remedy of Landlord on any by Tenant shall impair such a right
of remedy or be construed as a waiver.
The subsequent acceptance of Rent by Landlord after breach by
Tenant of any covenant or term of this Lease shall not be
deemed a waiver of such breach, other than a waiver of timely
payment of the particular rent payment involved, and shall not
prevent Landlord from maintaining an unlawful detainer or
other action based on such breach.
No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly Rent and other sums due hereunder shall be
deemed to be other than on account of the earliest Rent or
other sums due, nor shall any endorsement or statement on any
check or accompanying any check or payment be deemed an accord
and satisfaction; and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the
balance of such Rent or other sum or pursue any other remedy
provided in this Lease.
25. CASUALTY DAMAGE: If the Premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt
written notice thereof to Landlord. In case the Premises shall
be so damaged by fire or other casualty that substantial
alteration or reconstruction of the Premises shall, in
Landlord's sole opinion, be required (whether or not the
Premises shall have been damaged by such fire or other
casualty), Landlord may, at its option, terminate this Lease
and the term and estate hereby granted by notifying Tenant in
writing of such termination within sixty (60) days after the
date of such damage. If Landlord does not thus elect to
terminate this Lease, Landlord shall within ninety (90) days
after the date of such damage commence to repair and restore
the Premises and shall proceed with reasonable diligence to
restore the Premises (except that Landlord shall not
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be responsible for delays outside its control) to
substantially the same condition in which it was immediately
prior to the happening of the casualty, except that Landlord
shall not be required to rebuild, repair or replace any part
of Tenant's furniture, furnishings ro fixtures and equipment
removable by Tenant under the provisions of this Lease, but
such work shall not exceed the scope of the work done by
Landlord in originally constructing the Premises, nor shall
Landlord in any event be required to spend for such work an
amount in excess of the insurance proceeds actually received
by Landlord as a result of the fire or other casualty.
Landlord shall not be liable for any inconvenience or
annoyance to Tenant, injury to the business of Tenant, loss of
use of any part of the Premises by the Tenant or loss of
Tenant's personal property resulting in any way from such
damage or the repair thereof, except that, subject to the
provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent during the time and to the extent the
Premises are unfit for occupancy. If the Premises or any other
portion of the Project are damaged by fire or other casualty
resulting from the fault or negligence of Tenant or any of
Tenant's agents, employees, or invitees, the Rent shall not be
diminished during the repair of such damages and Tenant shall
be liable to Landlord for the cost and expense of the repair
and restoration of the Premises caused thereby to the extent
such costs and expense is not covered by insurance proceeds.
Notwithstanding anything herein to the contrary, Tenant shall
be entitled to cancel this Lease in the event that Tenant's
business is interrupted for more than sixty (60) days
following such casualty unless the damage was caused by
Tenant's negligence.
26. GENERAL PROVISIONS:
A. Riders and Addendums. Riders and Addendums, if any,
signed by the Landlord and Tenant and endorsed and/or
affixed to this Lease are a part hereof.
AA. Time. Time is of the essence in this Lease and with
respect to each and all of its provisions in which
performance is a factor.
B. Landlord shall ensure that the Premises shall be
usable by Tenant, and both Tenant and its invitees
shall have access to the Premises 24 hours per day,
365 days per year.
C. Successors and Assigns. The covenants and conditions
herein contained apply to and bind the heirs,
successors, executors, administrators and assigns of
the parties hereto. (Any assignment of this Lease by
Tenant is subject to the provisions of Paragraph 14).
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D. Recordation. Tenant shall not record this Lease or a
short form memorandum hereof without the prior
written consent of the Landlord.
E. No judgment shall be taken against any partner,
subsidiary, officer, shareholder, director, employee,
sister corporation or agent of Landlord and no writ
of execution shall be levied against the assets of
any partner, subsidiary, officer, shareholder,
director, employee, sister corporation or agent of
Landlord. Any liability of Landlord shall be limited
to Landlord's interest in the Project.
F. Choice of Law. This Lease shall be governed by and
construed pursuant to the laws of the State in which
the Premises are located.
G. Attorneys' fees. Notwithstanding the indemnity, hold
harmless and duty to defend provisions hereunder, in
the event any legal action is brought to enforce or
interpret the provisions of this Lease, the
prevailing party therein shall be entitled to recover
all costs and expenses including reasonable
attorneys' fees.
H. Notices. All notices, demands, consents or approvals which may
be given by either party to the other shall delivered either
personally or by certified mail, return receipt requested, and
addressed to Landlord at and to Tenant at the leased Premises
respectively, or at such other address as the parties may from
time to time designate. Notices sent by mail shall be deemed
to have been given when properly mailed and the postmark
affixed by the United States Post Office shall be conclusive
evidence of the date of mailing.
notice by facsimile is not notice.
I. Partial Invalidity; Severability; Construction. If any term or
provision of this Lease shall to any extent be held to be in
valid or unenforceable, the remainder of this Lease shall not
be affected thereby, and each term and provision of this Lease
shall be valid and enforced to the fullest extent permitted by
law.
J. Corporate Resolution. If Tenant is a corporation, Tenant shall
deliver to Landlord, upon execution of this Lease, a certified
copy of a resolution of its board of directors authorizing the
execution of this Lease and naming the officers who are
authorized to execute this Lease on behalf of the corporation.
K. Captions. The captions or headings in this Lease are inserted
only as a matter of convenience and for reference, and they in
no way define, limit or describe the scope of this Lease or
the intent of any provision thereof.
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L. Brokers's Commissions. Tenant represents to Landlord that it
is not obligated to any broker, finder of real estate or
financing agent in connection with this Lease unless specified
herein and Tenant agrees to defend, indemnify and hold
harmless Landlord from any claim, suit, liability or demand
made upon Landlord by any other person, firm or corporation
for brokerage or finder's fees or commissions or other similar
compensation with respect to this Lease or any sublease on the
Premises; only, however, if Tenant has dealt with such person,
firm or corporation. This provision shall survive termination
of the Lease.
M. Counterparts. This Lease may be executed in counterparts, each
of which may be deemed an original but all of which together
shall constitute one and the same instrument.
N. Sole Agreement. This Lease contains all of the agreements of
the parties hereto with respect to the lease transaction, and
no prior agreements, oral or written, or representations of
any nature whatsoever pertaining to any such matters shall be
effective for any purpose unless specifically incorporated in
writing. This Lease may only be modified in writing with the
same formalities as are shown by the execution of this Lease.
O. No Merger. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work as a
merger, and shall, at the option of Landlord, operate as an
assignment to it of any or all subleases or subtenancies.
P. Modification for Lender. If, in connection with obtaining
financing for the Building of which the Premises are a part,
the lender shall request reasonable modifications in this
Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto,
provided that such modifications do not increase the
obligations of Tenant hereunder or materially adversely affect
the leasehold interest thereby created.
Q. Compliance with Law. Tenant shall, at Tenant's expense, comply
promptly with all present and future applicable statutes,
ordinances, rules, regulations, orders, permits, covenants and
restrictions of record, and any other requirements of any
federal, state or local authority in effect during the term of
any part of the term hereof, regulating the use or condition
of the Premises, including, but not limited to, environmental
matters and employee health and safety. Tenant shall not use
nor permit the use of the Premises in any unlawful or
dangerous manner or in any manner that will tend to create
waste or a nuisance.
13
R. Radon Gas. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient
quantities, may represent health risks to persons who are
exposed to it over time. Levels of Radon that exceed federal
and state guidelines have been found in buildings in Florida.
Additional information regarding Radon and Radon testing may
be obtained from your county or public health unit.
S. Joint and Several Obligations. If more than one person or
entity is Tenant, the obligations imposed on that party shall
be joint and several. If Tenant is a partnership, the
obligations of each general partner shall be joint and
several.
T. Light, Air, View. Any diminution or shutting off of light, air
or view by any structure which may be erected on lands
adjacent to the Premises shall in no way affect this Lease or
impose any liability on Landlord.
U. No Offer. The submission of this document for examination and
discussion dies not constitute an offer to lease, or a
reservation of, or portion for, the Premises. This document
will become effective and binding only upon execution and
delivery by Landlord to Tenant.
V. Vacating Premises. Upon vacating the Premises, Tenant will be
responsible for removing all fiberglass and boat building
residue that may exist and return Premises in the same
condition as received.
W. Exhibits. The exhibit(s) and addendum(s), if any, specified
herein are attached to this Lease and by reference are
incorporated herein.
X. Indemnification. All indemnification, hold harmless and duty
to defend provisions hereunder shall survive termination of
this Lease.
Y. Subordination. In the event Tenant shall finance any new
equipment to be placed in the leased Premises, and Tenant's
Lender shall require a subordination of Landlord's interest in
same, Landlord agrees not to unreasonably withhold such
subordination.
Z. Ambiguities. The normal rule of construction to the effect
that ambiguities in an agreement are construed against the
drafting party shall not apply to this Lease.
IN WITNESS WHEREOF, this Lease is executed on the date and year
first-above written.
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TENANT
JUPITER MARINE INTERNATIONAL, INC.
_______________________________ By: _____________________________
WITNESS
-------------------------------
WITNESS
LANDLORD
_______________________________ By: _____________________________
WITNESS XXXX X. XXXXXXX
_______________________________
WITNESS
15
ADDENDUM TO LEASE AGREEMENT
BETWEEN XXXX XXXXXXX AND
JUPITER MARINE INTERNATIONAL, INC.
Unless otherwise indicated, the paragraph numbers in this Addendum
shall correspondence to the paragraph numbers in the Lease Agreement itself.
3. RENT. Notwithstanding anything to the contrary contained in the
Lease Agreement, Tenant shall not be obligated to pay Landlord rental payments
for the first four (4) months as contemplated in the Lease Agreement is
("Waiver"). In consideration for the Waiver, Tenant shall be obligated to invest
$40,000 in leasehold improvements in the Premises. Landlord represents and
warrants that such leasehold improvements will place the premises in a condition
which will allow Tenant to operate its business efficiently for a period of 30
days after the boat building operations commence (the "Thirty Day Period"). In
the event the Tenant becomes obligated to make additional leasehold improvements
within the Thirty Day Period, such additional amounts shall be reduced from
subsequent monthly rental payments to Landlord from Tenant.
4. SECURITY DEPOSIT AND LAST MONTH'S RENT. Landlord and Tenant agree
that a security deposit equal to the amount of one (1) month's rent shall be
collectible by the Landlord from the Tenant at any time beginning six (6) months
from the date hereof after the payment of such security deposit is approved by
the board of directors of the Tenant.
8. ENVIRONMENTAL MATTERS. Notwithstanding anything to the contrary in
the Lease Agreement, Tenant shall not be obligated to defend, indemnify or hold
harmless or be responsible in any way for any environmental matters or damage on
or to the Premises which was caused prior to the date the Tenant assumes
occupancy of the Premises. Landlord shall indemnify or hold harmless or be
responsible in any way for any environmental matters or damage on or to the
Premises which was caused prior to the date the Tenant assumes occupancy of the
Premises.
8.5 LANDLORDS REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants to Tenant: (i) that the Landlord has the power and authority to enter
into the Lease Agreement and that when executed by the parties, the Lease
Agreement will be a valid and binding obligation on the Landlord; (ii) that the
Premises is not in violation of any law, rule or regulation (including
environmental laws, rules or regulations) that relates to the Premises or the
contemplated uses thereof nor is Landlord aware of any such conditions which
could result in such a violation; (iii) that there is no litigation, including
Bankruptcy proceedings against Landlord, relating to, or affecting, the
Premises. Landlord further represents and warrants that it has complied with the
terms of any mortgage or note secured by the Premises and that Landlord shall
continue to do so throughout the terms of this Lease Agreement or any renewal
period. Landlord agrees to indemnify and hold harmless Tenant for any damage or
loss suffered by Tenant or its
employees as a result of the condition of the Premises or Landlord's negligent
maintenance of the Premises.
23. SALE OR TRANSFER OF PREMISES. Notwithstanding anything to the
contrary contained herein, in the event of any transfer of title of the
Premises, Landlord will remain responsible to Tenant for the security deposit as
set forth in paragraph 4 hereof.
LANDLORD:
---------------------
Xxxx Xxxxxxx
TENANT:
By:
------------------------------
Xxxxxx Xxxxxx, Chief Financial Officer of Jupiter
Marine International, Inc.
Date
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