EXHIBIT 10.3
LEASE
X. X. XXXXXXXXXX, XX., XXXXX X. XXXX, XX., and XXXXX X. XXXX, his wife,
and XXXX XXXXX XXXX, widow, the Lessors, and TALLAHASSEE MOTORS, INC., the
Lessee, each in consideration of the agreements to be performed by the other,
hereby, on this 1 day of July, 1988, agree:
1. PROPERTY AND TERM: The Lessors hereby lease to the Lessee the real
property in Xxxx County, Florida, described as:
Commence at the Northwest corner of the Southeast One-Quarter of
Section 31, Township 1 North, Range 1 East, and run East along the
North boundary line of said southeast Quarter of said Section 31, which
is the centerline of Park Avenue 2,192.6 feet to the centerline of
Satsuma Street (now Magnolia Drive); thence East along said North
boundary of said Southeast Quarter 50 feet; thence North 00 degrees 14
minutes East along the East right-of-way line of Magnolia Drive 835
feet to a point of beginning. From said POINT OF BEGINNING continue
thence along the East right-of-way line of Magnolia Drive North 0
degrees 14 minutes East 251.35 feet to a point of curve of a 2 degrees
27 minutes curve, having a delta angle of 15 degrees 45 minutes and a
radius of 2,342.01 feet; thence along said curve 249.1 feet; thence
North 89 degrees 53 minutes East 469.9 feet; thence south 00 degrees 14
minutes West 500 feet; thence south 89 degrees 53 minutes West 456.5
feet to the POINT OF BEGINNING; containing 5.3 acres, more or less.
Said land lying and being partly in the Northeast Quarter of the
Northeast Quarter; and the Southeast Quarter of the Northeast Quarter
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; partly in the Northwest
Quarter of the Northwest Quarter of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx
0 Xxxx, Xxxx Xxxxxx, Xxxxxxx.
ALSO:
Commence at the Northwest corner of the Southeast Quarter of Section
31, Township 1 North, Range 1 East, and run East along the North
boundary line of said Southeast Quarter of said Section 31, which is
the centerline of Park Avenue 2192.6 feet to the centerline of Satsuma
Street (now Magnolia Drive); thence East along said North boundary of
said Southeast Quarter 50 feet; thence North 00 degrees 14 minutes East
along the East right-of-way line of Magnolia Drive 1086.35 feet to a
point of curve of a 2 degree 27 minutes curve having a delta angle of
15 degrees 45 minutes and a radius of 2342.01 feet; thence along
said-curve 249.1 feet to the POINT OF BEGINNING. From said POINT OF
BEGINNING continue thence along said curve 25.14 feet; thence North 89
degrees 53 minutes East 472.55 feet; thence South 00
degrees 14 minutes West 25.0 feet; thence South 89 degrees 53 minutes
West 469.9 feet to the POINT OF BEGINNING. Said land lying and being
partly in the Northeast Quarter of the Northeast Quarter of Section 31,
Township 1 North, Range 1 East; and partly in the Northwest Quarter of
the Northwest Quarter of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx,
Xxxx Xxxxxx, Xxxxxxx.
STREET ADDRESS: 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxx, XX (the
"Property")
for the term beginning at 12:01 a.m. on June 1, 1988, or if later, the Closing
as defined in that certain Contract for Sale between Lessors and First Team
Management, Inc., dated March 23, 1988 (the "Agreement"), and ending at 11:59
p.m. on May 31, 1998, or such later date ten (10) years after the Closing.
2. RENT: The Lessee will pay to the Lessors, as rent for the property
leased during the term, the total amount of TWO MILLION EIGHT HUNDRED EIGHTY
THOUSAND DOLLARS ($2,880,000.00), subject to a termination of such payments if
Lessee exercises its Option set forth in paragraph 17, in which case the lease
term and the monthly payments shall end as of the date of closing said option as
set forth herein, paying that amount in the following manner:
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The sum of Twenty Four Thousand Dollars ($24,000.00) a month in
advance, the first such payment to be due at the commencement of the
term of this Lease and continuing each month throughout the term of the
lease, each payment being payable one-half (1/2) to each Lessor.
3. USE: The Lessee will use the leased property only for an automobile
dealership, or such other business or businesses as may be connected therewith,
and will make no unlawful, improper, or offensive use of the leased property.
Lessors represent and warrant that Lessors' current use of the Property is in
conformity with all applicable ordinances and regulations, building, zoning,
environmental and other laws and the conditions of any special use or similar
permits as of the commencement of the Lease Term.
4. ASSIGNMENT OR SUB-LEASING: No assignment of this lease or
sub-leasing of any part of the leased property by the Lessee or any assignee or
sub-Lessee shall be valid without the written consent of the Lessors, but that
consent shall not be unreasonably withheld. No assignment or sub-leasing shall
relieve the assignor or sub-lessor of any obligation under this lease. Each
assignee or sub-lessee shall, by assuming that status, become obligated to
perform every agreement of this lease to be performed by the Lessee, except that
a sub-lessee shall be obligated to perform them only insofar as they relate to
the part of the property sub-leased and the rent required by the sub-lease, and
shall be obligated to pay rent directly
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to the Lessors only after default in payment by the sub-lessor and written
demand from the Lessors to pay rent directly to the Lessors.
5. ACCESS BY LESSORS: The Lessors may enter and inspect the leased
property at all reasonable times.
6. REPAIRS: The Lessee shall maintain the entire leased property in
good and substantial repair, including the interior and exterior of all
buildings, roofs, parking areas, roadways, fences, air conditioning and heating
and plumbing. Such repairs and replacements, interior and exterior, ordinary as
well as extraordinary, shall be made promptly, as and when necessary. All
repairs and replacements shall be in quality and class at least equal to the
original work. The agreements to repair in this paragraph also apply to any
damage caused by fire or other casualty (See Paragraph 8). In the event of
damage to the building which invades the structural integrity of same (including
the structural integrity of the roof), not caused by an act or failure to act on
the part of the Lessee, and not insurable under fire and extended coverage
insurance as may be written in Florida, the Lessors shall be responsible for any
such damages in excess of $10,000.00.
7. ALTERATIONS: No alteration, addition, or improvement to the leased
property shall be made by the Lessee without the written consent of the Lessors,
which consent shall not be unreasonably withheld. Any alteration, addition, or
improvement made, and any fixtures installed, by the Lessee after such consent
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is given shall at the Lessors' option become the property of the Lessors upon
the expiration or other termination of this lease, provided, however, that the
Lessors shall have the right to require the Lessee to remove such fixtures at
the Lessee's cost upon such termination of this lease, or notwithstanding the
above, that the Lessee shall have the right to remove such fixtures at the
Lessee's cost upon such termination of this lease if such removal can be
effected a) without damage to Lessors' Property or b) if Lessee either restores
the leased property in a good and workmanlike manner after such removal or pays
Lessors acceptable sums to accomplish such repair.
8. DAMAGE BY FIRE OR OTHER CASUALTY. If the leased property is damaged
by fire or other casualty to any extent, the Lessee shall rebuild and repair the
leased property. In the event of damage by fire or other casualty, the rent
payable under this lease shall xxxxx, in proportion to the impairment of the use
that can reasonable be made of the property for the purpose permitted by this
lease, until the property is rebuild and repaired. In no event shall such
abatement be for more than six (6) months of the total term of this lease.
Lessee shall be entitled to receive any insurance proceeds payable to it as a
result of such fire or casualty and shall apply such proceeds to the
reconstruction of the leased property to specifications not less than the
building or buildings as they existed prior to said fire.
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9. EMINENT DOMAIN: If the leased property, or any part thereof, is
taken by eminent domain, this lease shall expire on the date when the leased
property shall be so taken, and the rent shall be apportioned as of that date.
No part of any award shall belong to the Lessee. Notwithstanding the provisions
of this lease, Lessee shall have the right to make a separate claim with the
condemning authority for the value of Lessee's property and/or moving and
relocation expenses; provided, however, that such separate claim shall not
reduce or adversely affect the amount of Lessors' award.
10. WAIVER OF EXEMPTION: Any constitutional or statutory exemption of
the Lessee or any assignee or sub-lessee of any property usually kept on the
leased premises from distress or forced sale is waived.
11. ADDRESSES: All rent payable and notice given under this lease to
the Lessors shall be paid and given at Xxxx Xxxxxx Xxx 000, Xxxxxxxxxxx, XX
00000, or such other place as the Lessors shall specify in writing. All notices
given under this lease to the Lessee or any assignee or sub-lessee of the Lessee
shall be given at the leased premises with a copy to X. Xxxxxx Xxxxxxx, First
Team Management, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000, or such
other place as Lessee shall specify in writing. Any notice properly mailed by
certified mail, postage and fee prepaid, shall be deemed delivered when mailed,
whether received or not.
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12. REMEDIES FOR FAILURE TO PAY RENT: If any rent required by this
lease shall not be paid within thirty (30) days of the due date, the Lessors
shall have the option to:
a. Terminate this lease, resume possession of the property for
their own account, and recover immediately from the Lessee the difference
between the total rent specified in the lease and the fair rental value of the
property for the remainder of the term, reduced to present worth.
b. Resume possession and re-lease or rent the property for the
remainder of the term for the account of the Lessee and recover f rom the
Lessee, at the end of the term or at the time each payment of rent comes due
under this lease as the Lessors may choose, the difference between the rent
specified in the lease and the rent received on the re-leasing or renting.
In either event, the Lessors shall also recover all expenses incurred
by reason of the breach, including a reasonable attorney's fee.
13. REMEDIES FOR BREACH OF AGREEMENT: If either the Lessors or the
Lessee shall fail to perform or shall breach any agreement of this lease other
than the agreement of the Lessee to pay rent for thirty (30) days after a
written notice specifying the performance required shall have been given to the
party failing to perform, the party so giving notice may institute action in a
court of competent jurisdiction to terminate this lease or to compel performance
of the agreements arid the prevailing party in that litigation shall be paid by
the losing
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party all expense of such litigation including a reasonable attorney's fee.
14. TERMINATION OF LEASE: This lease shall be terminated immediately if
the Lessee shall become insolvent or bankrupt (including a reorganization) or
make an assignment for the benefit of creditors.
15. INSURANCE AND LIABILITY: It is agreed that the Lessee will keep in
force adequate fire and extended coverage insurance covering the leased property
and the Lessors shall be named as an additional insured and shall be furnished a
certificate of insurance in an amount equal to the replacement cost coverage of
the leased property.
The Lessee covenants and agrees not to do or suffer anything to be done
by which persons or property in or about or adjacent to the leased premises may
be injured or endangered; and the Lessee agrees to indemnify and save the
lessors harmless from any claims of any persons for injuries to life, person or
property by reason of anything done, or permitted to be done or suffered, or
omitted to be done by the Lessee in and about the occupation of said premises.
In addition, the Lessee shall furnish the Lessors with a certificate of
insurance showing liability insurance covering the premises to be in force in an
amount not less than $4,000,000.00 per occurrence, said coverage to be afforded
by an insuror approved by the Lessors, but such approval shall not be
unreasonably withheld.
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16. TAXES AND UTILITIES: The Lessee agrees to pay all accounts for
water, lights, telephone, gas and any and all other utilities used in connection
with the leased premises. Lessor represents and warrants all such utilities are
available to the leased property in sufficient force and quantity for its
intended use.
The Lessee will pay all ad valorem taxes levied against the leased
premises when due, and shall furnish to the Lessors official receipts of the
appropriate taxing authority or other proof satisfactory to the Lessors
evidencing payment.
The Lessee shall pay any and all sales or use taxes due or assesses
because of this lease.
17. OPTION TO PURCHASE: In consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration in hand paid by Lessee to
Lessors and in further consideration of the mutual promises and benefits flowing
between the parties hereto, it is hereby agreed between Lessors and Lessee as
follows:
a. OPTION GRANT. The Lessors hereby grant unto the Lessee the
exclusive right to purchase the Property on the terms and conditions set forth
below.
b. OPTION TERM. The term of this option shall commence on the
eighth (8th) anniversary of the date of execution of this Lease and shall
continue until the end of the lease term.
c. EXERCISE OF OPTION. If the Lessee elects to exercise the option
granted herein, it shall furnish at least
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sixty (60) days advance written notice.
d. PURCHASE PRICE AND METHOD OF PAYMENT. In the event Lessee elects
to purchase the Property, the purchase price to be paid by the Lessee to the
Lessors shall be THREE MILLION ONE HUNDRED THOUSAND DOLLARS ($3,100,000.00). The
purchase price shall be paid to the Lessors at the time of Closing by cash,
certified check, cashier's check drawn on a bank situated in Tallahassee,
Florida, acceptable to the Lessors, or by wire transfer of funds.
e. EVIDENCE OF TITLE. Not later than thirty (30) days after the
execution of the Agreement, Lessors shall, at Lessee's sole option and expense,
deliver a commitment for a policy of Leasehold Title Insurance (the
"Commitment") in an amount insuring Lessee under this Lease, which shall be
written on a title insurance company satisfactory to the Lessee. Copies of all
documents constituting the exceptions referred to in the Commitment shall be
attached thereto. Other than taxes for the year 1988 and all subsequent years,
Lessee shall have the unqualified right to approve all exceptions and matters of
xxxxxx, which shall in all respects be satisfactory to Buyer. Within five (5)
days after receipt, Lessee's counsel. shall notify Lessors' counsel in writing
of any matters in the binder which are unacceptable. Lessors shall then have
twenty (20) days to cure defects or otherwise satisfy Lessee's valid objections
or to notify Lessee that the alleged defects cannot be cured by the exercise of
reasonable diligence and/or the expenditure
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of not more than $25,000. If Lessors so notify the Lessee, Lessee shall have
ten (10) days to cancel the Agreement or waive the defects.
g. SURVEY. At any time while this Lease is in effect, Lessee may
have the Property surveyed at Lessee's sole cost and expense.
h. EXPENSES, PRORATION AND CONVEYANCE. The Lessors shall pay for
documentary stamps on the Deed and the Lessee shall pay for recording the deed.
At Closing Lessee shall deliver the cash required to close and Lessors shall
convey title to Lessee by general warranty deed.
i. REPRESENTATION OF OWNERSHIP. The Lessors covenant that Lessors
are the fee simple owners of the Property subject to no liens or encumbrances of
any type.
j. HAZARDOUS WASTE. At the commencement of the term of this lease,
there are no pollutants, contaminants, petroleum products or by-products,
asbestos or other substances, whether hazardous or not, on or beneath the
surface of the Property, which Lessors or any other person or entity have
placed, caused or allowed to be placed upon the Property, and which have caused
or may cause any investigation by any agency or instrumentality of government,
which are or may be on the Property in violation of any law or regulation of any
local, state or federal government or which are or may be a nuisance or health
threat to occupants of the Property or other residents of the area. Lessors
hereby agree to indemnify Lessee against any claim, loss, liability,
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or obligation which may accrue against Lessee as a result of the breach of any
representation or warranty set forth in this agreement.
k. CLOSING DATE. This option shall be closed at the offices of
Douglass, Cooper, Xxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
not later than one hundred twenty (120) days after notice of exercise.
l. CLOSING PROCEDURE. At the Closing, the parties shall deliver the
following duly executed documents and funds:
(1) By Lessors:
(i) A statutory Warranty deed conveying fee simple title to
the Property to Lessee.
(ii) A no-lien affidavit in a form satisfactory to Lessee's
attorney.
(iii) An Owner's Title Commitment showing no change from the
Commitment to be issued under Paragraph 17(e), in the amount of THREE MILLION
ONE HUNDRED THOUSAND DOLLARS ($3,100,000.00).
(iv) Such other instruments and documents provided in this
Option and as may be reasonable required in order to consummate the transaction
herein contemplated.
(2) By Lessee:
(i) A certified check or a cashier's check drawn on a bank
situated in Tallahassee, Florida, acceptable to the Lessors, payable to the
order of Lessors for the cash to close or a wire transfer of said funds to a
bank account
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designated by Lessors.
18. QUIET ENJOYMENT: The Lessors covenant and agree that Lessee, on
paying said monthly rent and performing the covenants herein, shall and may
peaceably and quietly hold and enjoy the Property for the term aforesaid.
19. HAZARDOUS WASTE: Beginning on the date of the execution of this
lease and continuing throughout the lease term, no pollutants, contaminants,
petroleum products or by-products, asbestos or other substances, whether
hazardous or not, shall be placed, caused or allowed to be placed on or beneath
the surface of the Property by Lessee or any other person or entity, which such
substances are in violation of any law or regulation of any local state or
federal government or which are or may be a nuisance or health threat to
occupants of the Property or other residents of the area. Lessee hereby agrees
to indemnify Lessors against any claim, loss, liability, obligation which may
accrue against Lessors as a result of the breach of any representation or
warranty set forth in this
agreement.
Signed in the presence of: LESSORS:
/s/ Xxxxx X. Xxxxxxxxxx /s/ X.X. Xxxxxxxxxx, Xx. (SEAL)
----------------------------- ----------------------------------------
X. X. XXXXXXXXXX, XX.
/s/ [illegible] /s/ Xxxxx X. Xxxx, Xx. (SEAL)
----------------------------- ----------------------------------------
As to X. X. Xxxxxxxxxx, Xx. XXXXX X. XXXX, XX.
and Xxxxx X. Xxxx, Xx.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxx (SEAL)
----------------------------- ----------------------------------------
XXXXX X. XXXX
/s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxx Xxxxx Xxxx (SEAL)
----------------------------- ----------------------------------------
As to Xxxxx X. Xxxx and XXXX XXXXX XXXX
Xxxx Xxxxx Xxxx
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LESSEE:
/s/ [illegible] TALLAHASSEE MOTORS, INC.
-----------------------------
/s/ [illegible] By /s/ X. Xxxxxxxxxxxx
----------------------------- ----------------------------------------
President
STATE OF FLORIDA
COUNTY OF XXXX
The foregoing instrument was acknowledged before me this 1st day of
July, 1988, by X. X. XXXXXXXXXX, XX. and XXXXX X. XXXX, XX.
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Notary Public
XXXXX X. XXXXXXXXXX
Notary Public, State of Florida at Large
My Commission Expires July 21, 1988
Bonded Thru Xxxx Xxxx Insurance, Inc.
STATE OF FLORIDA
COUNTY OF XXXX
The foregoing instrument was acknowledged before me this 30th day of
June, 1988, by XXXXX X. XXXX and XXXX XXXXX XXXX.
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Notary Public
XXXXX X. XXXXXXXXXX
Notary Public, State of Florida at Large
My Commission Expires July 21, 1988
Bonded Thru Xxxx Xxxx Insurance, Inc.
STATE OF FLORIDA
COUNTY OF XXXX
The foregoing instrument was acknowledged before me this 1st day of
July, 1988, by Xxxxxxx Xxxxxxxxxxxx, President of TALLAHASSEE MOTORS, INC.,
a Florida corporation, on behalf of the corporation.
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Notary Public
XXXXX X. XXXXXXXXXX
Notary Public, State of Florida at Large
My Commission Expires July 21, 1988
Bonded Thru Xxxx Xxxx Insurance, Inc.
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GUARANTY
Performance of the foregoing lease by Tallahassee Motors, Inc., is
fully guaranteed by the undersigned.
Signed in the presence of: SERRA INVESTMENTS, INC.
/s/ [illegible] BY /s/ Xxxxxx Xxxxx (SEAL)
------------------------------- --------------------------------
XXXXXX XXXXX, as
/s/ Xxxxxxxx X. Xxxxxxx President
-------------------------------
/s/ [illegible] /s/ Xxx Xxxxxx (SEAL)
------------------------------- ---------------------------------------
XXX XXXXXX
/s/ [illegible]
-------------------------------
STATE OF MICHIGAN
COUNTY OF Collin
The foregoing instrument was acknowledged before me this 14th
day of July, 1988, by XXXXXX XXXXX, President of SERRA INVESTMENTS, INC., a
Michigan corporation.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Notary Public
XXXXXXX X. XXXXXXX
Notary Public, State of Texas
My Commission Expires July 31, 19__
STATE OF FLORIDA
COUNTY OF Orange
The foregoing instrument was acknowledged before me this 12th
day of July, 1988, by XXX XXXXXX.
/s/ [illegible]
------------------------------------------
Notary Public
Notary Public State of Florida at Large
My Commission expires Feb. 17, 1990
This instrument prepared by:
W. Xxxxxx Xxxxxxxx
Douglass, Cooper, Xxxxxxx & Xxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxxx, XX 00000
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