EXHIBIT 10.5
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into this 27th day of July, 2001
by and between Xxxx X. Xxxxxxx, hereinafter referred to as "LANDLORD" and
Jupiter Marine International Holdings, 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 sq. ft. of
space known as 0000 X.X. 00xx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
00000 (hereinafter referred to as the "Premises").
2. TERM: The commencement date of this Lease is July 27, 2001 and
the termination date is July 26, 2006.
3. RENT: Tenant agrees to pay Landlord as rental for the premises
the monthly rent commencing July 27, 2001 in the amount of
Fourteen thousand three hundred eighty-two dollars & seventy
five cents ($14,382.75) 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 for Landlord as stated herein or such other
address that Landlord shall designate in writing to the
Tenant.
The above rental rate shall be increased by 5% each year
commencing on the anniversary date of this agreement, July 27,
2002, 2003, 2004 & 2005 respectively.
In addition to the monthly rent stated above, Tenant shall pay
each month, as additional rent, a sum equal to one-twelfth
(l/12th) of the real property taxes assessed against the
premises for the time that this Lease is in effect. This
amount shall be based on the gross taxes for the most recent
calendar year available.
4. SECURITY DEPOSIT AND LAST MONTH'S RENT: Tenant agrees to the
payment of a Security Deposit in the amount of Thirty Thousand
Dollars ($30,000.00) that Landlord shall retain as a security
for the faithful performance of all the terms and conditions
of this Lease. Tenant acknowl- edges 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 pos- session of
the Premises by the Landlord for non-payment of rent of 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 repossesses 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 suf- fered 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
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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. The late charge equalling
5% of the rent will be paid if the rent is not received within
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, on
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 leased Premises.
8. POSSESSION: Tenant shall be entitled to possession on the
first day of the term of this Lease, and shall yield
possession to Landlord on the last day of the term of this
Lease, unless otherwise agreed by both parties in writing.
9. 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 addi- tional insured. The above-mentioned
comprehensive general liability insur- ance shall be in the
amount of not less than $1,000,000.00 per occurrence and not
less than $2,000,000.00 in the aggregate. In no event shall
the limits of said policy of policies be considered as
limiting the liability of Tenant under this Lease.
10. PROPERTY INSURANCE: Tenant shall obtain a property insurance
policy with building coverage for the full replacement cost of
the leased premises in an amount not less than $1,350,000.00.
Such policy must be written on the Special Causes of Loss
Form. Landlord shall be named as loss payee and additional
insured in such policies. Tenant shall deliver appropriate
evidence to Landlord as proof that adequate insurance is in
force issued by companies reasonably satisfactory to Landlord.
Landlord shall receive advance written notice from the insurer
prior to any termination of such
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insurance policies. Tenant shall also obtain insurance
coverage for the perils of windstorm and hail and flood loss
for the full replacement cost of the building. Tenant shall
also maintain any other insurance that Landlord may reasonably
require for the protection of Landlord's interest in the
Premises. Tenant is responsible for maintaining property
insurance on its own property.
11. REPAIRS AND MAINTENANCE: Tenant hereby agrees and acknowledges
that all maintenance and repair of the Leases 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 the Landlord at the expiration or 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.
12. ALTERATIONS AND ADDITIONS: Tenant shall not install any signs,
building or trade fixtures or to make any modifications 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 fur- nishings and
leave 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, modifications and fixtures
shall remain the property of Landlord.
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13. 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 here by 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 in
the Public Records of the County in which Premises is 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.
14. 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 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 for 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 publicly 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 and 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, attorney's and
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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 either directly or indirectly from the
generation, treatment, storage, spillage, handling, disposal
or release on, under or from the Premises 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,
all times and at its own expense:
(i) comply promptly with all applicable Environmental
Laws;
(ii) immediately notify Landlord of any notice of
violation, noncompli- ance 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; and
(iv) cause to be performed and 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
environmental reporting form reasonably acceptable by
Seller, 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 environ- mental
or health risks.
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15. 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
leased 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 of 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 or loss of
Tenant's business nor from any damage or injury to any person
from any cause except for damage resulting from the acts or
omissions of Landlord or its authorized representa- tives.
16. 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.
17. SUBROGATION: Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other from any loss
insured by fire, 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.
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18. 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 here- after 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.
19. RIGHT OF ENTRY: Tenant grants Landlord or its agents the right
to enter the Premises at all reasonable times for purposes of
inspection, repair or alter- ation 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 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 show ing the Premises to prospective
new Tenants shall be permitted at all times during the Lease
term.
20. 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 (or, 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
purchas- er or encumbrances of the Premises. Tenant's failure
to deliver such state ment within such time shall be
conclusive upon the Tenant that (1) this Lease is in full
force and effect, without modification except as may be
represented by Landlord; (2) there are no uncured defaults in
the Landlord's perfor- xxxxx, and (3) not more than one
month's rent has been paid in advance.
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21. 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 3.
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
neces- sary to cure such default, in which event this
Lease shall not be termi- nated while such remedies
are being so diligently pursued.
22. 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 proper 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
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exceeds the amount of such loss of Rent for the same period
which the Tenant proves could be reasonably avoided by
Landlord and in such case, Landlord prior to the award, may
relet the Premises for the purpose of mitigating damages
suffered by Landlord because of Tenant's failure to 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 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.
23. 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 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 pro- vided 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 rental
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.
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24. 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 such default, in which event this Lease
shall no be terminated while such remedies are being so
diligently pursued.
25. 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 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 xxxx out any and all of the covenants
and obligations of the Landlord under this Lease.
26. WAIVER: No delay or omission in the exercise of any right or
remedy of Landlord on any default 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 for 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.
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27. 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 com- mence to repair and restore
the Premises and shall proceed with reasonable diligence to
restore the Premises (except that Landlord shall not be
responsi- ble 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 or 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 damage 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 cost 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 negli- gence.
28. 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.
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b. 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.
c. Successors and Assigns. The covenants and conditions
herein contained apply to and bind the heirs,
successors, executors, adminis- trators and assigns
of the parties hereto. (Any assignment of this Lease
by Tenant is subject to the provisions of Paragraph
16).
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. Attorney's 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
be 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 prop- erly 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 beheld to be invalid 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.
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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 heading 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.
l. Broker's Commissions. Tenant represents to Landlord
that it is not obligated to any broker, finder of
real estate of 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 whatso-
ever 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 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
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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
expenses 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.
r. 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.
s. 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.
t. No Offer. The submission of this document for
examination and discussion does 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.
u. Termination: This lease shall automatically terminate
upon the event of Xxxx Xxxxxxx NOT being employed by
the company for any reason.
v. Vacating Premises: Upon vacating the premise, Tenant
will be responsible for removing all fiberglass and
boat building residue that may exist and return
Premises in 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.
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x. Indemnification. All indemnification, hold harmless
and duty to defend provisions hereunder shall survive
termination of the 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 to not
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.
TENANT
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JUPITER MARINE INTERNATIONAL
HOLDINGS, INC.
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WITNESS By:________________________________
LANDLORD
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-------------------------
WITNESS By:________________________________
XXXX X. XXXXXXX
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