EXHIBIT 10.26
FINAL AGREEMENT
LEASE AGREEMENT
This indenture made this 19/th/ day of February 1999, by and between: CARIBE
LUMBER & TRADING N.V. (ST. MAARTEN) with offices on St. Maarten, hereinafter
referred to as "The Lessor".
and
CUL SINT MAARTEN N.V. established and with offices on St. Maarten, Netherlands
Antilles, hereinafter referred to as the "Lessee".
WITNESSETH:
Whereas the Lessor is the owner of the property located at THE XXXX ROAD,
CUL-DE-SAC, ST. MAARTEN N.A. MEETBRIEF # 13/1996 consisting of 12,650M2 (Minus
land to be surveyed for buildings of the "Bigger the Better" and "Fairplay Trust
Company,"). Plus part of the adjoining land described in MEETBRIEF # 67/1967,
plus part of the adjoining road described in MEETBRIEF # 100/1974 to be surveyed
for a total amount of 12,800M2 hereinafter referred to as the "premises". The
total measurement will be surveyed and described in exhibit A, which will be an
integral part of this document.
Whereas, the Lessor is desirous of leasing the premises to the Lessee, as The
latter is desirous of leasing same from the former, under the following
stipulations, covenants and conditions.
NOW THEREFORE, IT IS MUTUALLY AGREED UPON AS FOLLOWS:
1.0 TERMS OF THE LEASE.
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(a) This agreement is entered into for a period of 25 years, commencing on
February 26, 1999 and consequently ending on February 25, 2024.
(b) The Lessee will have the option to renew this lease agreement for three (3)
further ten (10) year periods.
(c) The Lessee shall have the right of first refusal in the event the Lessor
wishes to sell the property. The purchase price shall be determined by the
market prices and trend at such time.
2.0 RENTAL PAYMENTS.
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(a) CUL will pay a rental rate of US$1.25 per M2 per month for 12,800 M2 at a
total rate of US$16,000 per month for the first three years.
FINAL AGREEMENT
(b) The first year of rental US$192,000.00 (one hundred and ninety two thousand
United States Dollars) shall be paid into an escrow account, at Remax\Island
Properties bank in St. Maarten, on the date of signing of the lease. Upon
successful removal, of all of the below mentioned Contingencies, and before the
commencement of the site work, this amount shall be paid in full to the Lessor.
(c) The Lessee agrees to pay a monthly rent, at the beginning of each month,
without offset, deduction or prior demand, to the Lessor of US$16,000 (sixteen
thousand United States Dollars) per month for year two (2) and year three (3).
(d) At the beginning of the fourth year and at the beginning of each consecutive
three year period, the `rent' will increase based on the CPI price Index
published for the United States, for the duration of the Lease.
3 THE CONTINGENCIES:
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1) The Landlord must provide CUL proof in writing that the site and buildings
To be removed are free of hazardous waste material.
2) The Landlord will xxxx all points of admeasurement.
3) CUL to obtain acceptable results from soil boring tests conducted by CUL.
4) CUL to obtain acceptable results from topographical survey.
5) CUL to successfully obtain all necessary building permits to complete this
project.
6) CUL to successfully obtain all necessary business licenses to operate in St.
Maarten.
7) CUL is responsible for existing structures to be removed.
4 UTILITIES
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(a) Electric power to 100 amps, city water, telephone and cable t.v. lines are
provided to the property line.
(b) The Lessee will be solely responsible for the installation, provision and
prompt payment of all utilities (inclusive of gas, electricity, etc.) used or
consumed, as well as the use and disposal of garbage and septic on the premises,
as well as related costs and charges.
(c) In no event will the Lessor be liable for an interruption of or a failure in
the supply of any utility.
(d) CUL shall install a septic system to suit their requirements.
FINAL AGREEMENT
(e) CUL will develop the entire 12,800M2 site, including all necessary site
work, parking lot, parking lot lighting and construction of a 36,000 square foot
metal building.
5 CONSTRUCTION
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(a) The Lessee has the right to develop the leased land, as it feels fit and
appropriate, provided, that the Lessee submits itself to the following
restrictive covenants:
(I) no unlawful or offensive use that may constitute a nuisance shall be
made or permitted on or upon the leased property.
(II) no animals, poultry or livestock of any kind shall be raised, bred or
kept on the leased property, except domestic animals.
(III) The leased property shall not be used as a dumping ground for
rubbish, trash, garbage and other waste shall not be kept or dumped, excepting
covered cans and containers, which shall be disclosed from view, from the roads
and adjoining properties. Unsightly objects, shall not be allowed to be placed
or suffered to remain on the leased property.
(IV) The land may be used for commercial and business purposes, whereas, it
is the understanding between parties that the Lessee will use the premises for a
retail and wholesale trade in foods, beverages, and all other products normally
sold in supermarkets.
(b) Lessee will, at all times, keep the premises in good order, condition and
repair. All costs connected therewith, including, those incurred due to repairs
of structural defects, will be borne by the Lessee.
(c) Lessee will obtain and pay for any and all permits, licenses and permission
required and necessary for the construction intended.
(d) At the end of this agreement the Lessee will have no claim, whatsoever
against the Lessor in connection with the building constructed. Lessee will have
no right to compensation for the construction or the value of the building by
the Lessor.
(e) Lessee will pay any and all governmental taxes and longlease rent
("erfpachtcanon") burdening the premises, if and when such is levied.
(f) At the end of this lease agreement the Lessee will have the right to remove
all trade fixtures, including, but not limited to, walk in coolers and freezers,
including compressors and coils, cash registers, all computer equipment, steel
racking, auxiliary generator, overhead lighting, all meat and produce cases.
FINAL AGREEMENT
6 OBJECTIVES, RESTRICTIONS AND LIABILITIES:
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(a) The immovable property is being leased to the Lessee free from any any
mortgage and/or seizures and all other debts.
(b) The Lessee will indemnify and save the Lessor harmless from and against any
and all claims actions, damages, liability and expenses in connection with the
loss of life, personal injury and or damages to persons or property arising from
or out of any occurrence in, upon or at the premises. In the event the Lessor is
without fault on his/her/its part, made a party to any litigation commenced by,
or against Lessee, the Lessee will protect and hold the Lessor harmless and pay
all reasonable counsel and legal fees, incurred, or paid by the Lessor, in
connection with such litigation. The Lessor and/or his agents will indemnify and
save the Lessee harmless, from and against any and all claims, actions, damages,
liability and expenses in connection with the loss of life, personal injury and
or damages to persons, or property arising from or out of any occurrence caused
by negligence of Lessor and or its agents, upon or at the premises.
(c) The Lessee will also pay all costs, expenses and reasonable counsel and
legal fees incurred or paid by the Lessor in enforcing the covenants, conditions
and provisions of this agreement against the Lessee.
(d) If Lessee subdivides, or transfers parts of the leased land to third
parties, permission must be asked and given in writing from the Lessor. Lessee
will still be responsible for payment of the lease rent to Grantor and for the
enforcement of the restrictive covenants and other obligations of Lessee arising
from this lease, on the assigns and successors of Lessee. The appeasers declared
that the aforementioned quoted conditions are considered to be incorporated
literally in this lease and to form an integral part thereof. The appeasers
furthermore declared that the obligations resulting from these quoted
conditions, are herewith imposed by Lessor, upon Lessee in this Lease and are
accepted in behalf of those beneficiaries and in the manner as stated in these
conditions.
7 DEFAULT
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(a) Upon payment of the rent herein provided and upon the observances and
performance of all the terms, covenants and conditions on the Lessee's part to
be performed and observed, the Lessee shall peaceably and quietly hold and enjoy
the premises for the duration of this agreement, without hindrance or
interruption by the Lessor, or any other persons, or party lawfully or equitable
claiming, through or under the Lessor, subject, nevertheless, to the conditions
of this agreement.
(b) In the event of any failure by the Lessee to pay, any rent due under
FINAL AGREEMENT
this agreement, or in the event of failure by the Lessee to perform any of the
other conditions of this agreement, for a period of sixty (60) days after
written notice from the Lessor, or if the Lessee will abandon the premises, the
Lessor, in addition to all other rights and remedies that maybe legally
available, will have the right of immediate re-entry and may remove all persons
and property, at the expense of the Lessee, all without service of notice or
resort to Court actions, or becoming liable for any loss or damage, which may be
occasioned thereby.
8 INSURANCE
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(a) The Lessee shall insure its physical premises constructed and leased hereby
against all liabilities and risks.
(b) The Insurance to be contracted by the Lessee must, in addition to the
aforementioned, also cover the removal of debris from the premises in the event
of any damage to the premises.
9 GOVERNING LAW AND FINAL PROVISIONS:
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(a) This agreement will be governed by the Laws of the Netherlands Antilles and
will inure to the benefit of and be binding upon the parties, their heirs,
assigns and respective successors.
(b) The waiver by the Lessor of any breach of any condition herein contained,
will not be deemed to be a waiver of any subsequent breach thereof. Subsequent
acceptance of rent will not be considered a waiver of any preceding breach of
any condition of this agreement.
(c) If any condition of this agreement or the application thereof to any
extent, should be invalid or unenforceable, the remainder of this agreement will
be valid and be enforced to the fullest extent permitted by Law.
IN WITNESS WHEREOF Parties have executed this agreement on the date first
abovementioned.
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxx
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The Lessor The Lessee
Xx. Xxxxxxx Xxxxx Xx. Xxxxxxx X. Xxxx
Managing Director C.E.O. Cost U Less
Caribe Lumber & Trading N.V. U.S.A.
____________________________
Managing Director
Ramcor N.V. dba CUL Sint Maarten N.V.
