EXHIBIT 10.3
LEASE AGREEMENT
THIS LEASE, made as of the _____ day of October, 1999, by and between THE
CONNECTICUT LIGHT AND POWER COMPANY, a specially chartered Connecticut
corporation having a place of business at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx
("Landlord") and LIGHTHOUSE LANDINGS, INC. having a place of business at Xxx
Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx ("Tenant").
WITNESSETH:
WHEREAS,
Landlord is the owner of the parcel of land located at Atlantic Street and
Washington Boulevard in Stamford, Connecticut, that is shown on the site
plan attached hereto as Exhibit A and made a part hereof.
Tenant wishes to lease from Landlord the area cross-hatched on said Exhibit
and containing 3.6 acres, more or less, together with the dock located
thereon (the "Premises") for the purpose of operating a ferry service.
Landlord is willing to lease the Premises to Tenant on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the rents, covenants and conditions herein
set forth, Landlord and Tenant do hereby covenant, promise and agree as follows:
1. Term:
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The initial term of the lease shall be five (5) years, commencing as of
November 1, 1999 and ending on October 31, 2004 ("Initial Terns"), unless
sooner terminated in accordance with the terms of this Lease.
Rental payments shall commence on March 1, 2000. ("Rent Commencement Date")
2. Renewal Option:
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If immediately prior to the expiration of the Initial Term, this lease
shall be in full force and effect, and provided Tenant, not less than six
(6) months prior to the expiration of the Initial Term shall have given
Landlord written notice to renew, then upon the expiration of the Initial
Term, the term of the Lease shall be automatically renewed and extended for
a further term of five (5) years ("Renewal Term"). The terms and
conditions of this Lease shall remain in full force and effect during the
Renewal Term; provided, however, that rent for the Renewal Term shall be
determined in accordance with Section 3 of this Lease.
3. Rent:
----
Initial Term: Annually
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Rent Commencement
Date - Sixth Month $100,000 ($8,333.33/month)
Seventh - Twelfth Month $150,000 ($12,500/month)
Second Year $150,000 ($12,500/month)
Third and Fourth Years $175,000 ($14,583.33/month)
Fifth Year $200,000 ($16,666.67/month)
Renewal Term:
Additional Five (5) Years
The annual Base Rent during the Renewal Term shall be increased in
accordance with the U.S. Department of Labor, Bureau of Labor Statistics,
Consumer Price Index for All Urban Consumers, U.S. City Average - All Items
- (1982-84 = 100).
The annual Base Rent for each year of the Renewal Term shall equal the sum
of the annual Base Rent for the immediately preceding lease year plus the
product of said annual Base Rent for the immediately preceding lease year
times any percentage increase in the Consumer Price Index ("CPI") occurring
between the first day of the immediately preceding lease year and the last
day of the immediately preceding lease year. But in no event will that
amount be less than the amount payable in the immediately preceding lease
year. Tenant shall continue to pay monthly Base Rent at the rate
applicable to the immediately preceding lease year until such time as the
CPI schedule is published and Landlord notifies Tenant of the adjusted Base
Rent for the current lease year. Upon receipt of notification of the Base
Rent for tile current lease year, Tenant shall remit any additional amounts
due with the next Base Rent payment.
4. Taxes:
-----
Landlord shall pay all taxes, charges and assessments levied against the
Premises on or before the due date thereof. Within thirty (30) days of
receipt of Landlord's invoice for the same, Tenant shall reimburse Landlord
for the amount of any increase in taxes assessed against the Premises based
on Tenant's particular use of the Premises. Tenant shall not be
responsible for any other type of tax increase, including without
limitation, general rate increases or general reassessments, except to the
extent that such increases are attributable to Tenant's use of the
Premises. Tenant shall have the right to appeal any tax increase which it
is obligated to pay under this Section 4. Tenant shall be solely
responsible for all taxes, including but not limited to sales and use
taxes, attributable to Tenant's business operations.
5. Use:
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The Premises will be used as a ferry service terminal including, without
limitation, a parking lot, ticket office, terminal and dock for Tenant's
vessels.
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6. Approvals:
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After the execution of this Lease, Tenant shall diligently proceed to
obtain all governmental permits, approvals, licenses and/or certificates
required in connection with Tenant's use of the Premises, Tenant's
alterations or improvements to the Premises, and Tenant's operation of
passenger ferry services between the Premises and destinations selected by
Tenant (collectively called herein the "Permits"). Tenant shall not be
deemed to have obtained the Permits unless (a) all of the Permits contain
terms and conditions acceptable to Tenant in its sole discretion, and (b)
all of the Permits are final and unappealable (it being understood that all
appeal periods applicable to the Permits shall have expired with no appeal
having been filed, or if an appeal should be filed, it having been finally
and conclusively resolved, without right of further appeal, in favor of the
Permit).
If Tenant has not obtained all such Permits within one hundred eighty days
(180) days after the date of this Lease, then Tenant shall have the right
to either (i) terminate this Lease or (ii) extend the contingency period
for another sixty (60) days by notice given to Landlord within ten (10)
days after the expiration of said one hundred eighty (180) day period; if
Tenant exercises its right to extend the contingency period for an
additional sixty (60) days, and if Tenant has not obtained all such Permits
within the additional sixty (60) days, then Landlord and Tenant shall each
have the right to terminate the lease by notice given to the other party
within ton (10) days after the expiration of said sixty (60) day period.
In the event that either party elects to terminate this Lease in accordance
with this Paragraph 6, the Lease shall terminate as of the date of such
notice of termination and thereafter neither party shall have any
obligations or liability hereunder, except those which arose prior to the
termination date. Landlord agrees to cooperate with Tenant in connection
with the Permits; Tenant agrees to reimburse Landlord for its out of pocket
costs incurred at Tenant's request in connection with obtaining the
Permits.
7. Insurance:
---------
For so long as this Lease is in effect, and as a condition to entering the
Premises, the Tenant must provide evidence of at least the following
insurance coverages:
(a) Workers' Compensation at statutory limits with Employer's Liability of
at least $500,000 limits.
(b) Comprehensive General Liability insurance, including broad form
property damage liability, with a combined single limit of at least
$2,000,000 per occurrence for bodily injury and property damage per
occurrence.
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All policies shall be endorsed to:
(a) Name the Landlord, its directors, officers, agents, employees, assigns
and affiliates as additional insureds with respect to any and all
third party bodily injury and/or property damage; and
(b) Require that thirty (30) days written notice be given to the landlord
prior to any cancellation or material change in the policy.
Additionally: All insurance certificates must identify the location of the
Premises.
8. Indemnification:
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Tenant shall indemnify and hold the Landlord, its directors, officers,
agents, employees, assigns and affiliates harmless from any and all claims,
costs (including ally attorneys' fees), loss or liability whatsoever,
including but not limited to injury to persons (including death) or damage
to the Premises (including environmental damage to the Premises) caused by
or resulting from (a) the negligence or willful misconduct of Tenant or its
agents, employees, contractors or invitees, or (b) any breach by Tenant of
the terms of this Lease.
Landlord shall indemnify and hold the Tenant, its directors, officers,
agents, employees, assigns and affiliates harmless from any and all claims,
costs (including any attorneys' fees), loss or liability whatsoever,
including but not limited to injury to persons (including death) or damage
to the Premises (including environmental damage to the Premises) caused by
or resulting from (a) the negligence or willful misconduct of Landlord or
its agents, employees, contractors or invitees, or (b) any breach by
Landlord of the terms of this Lease. The provisions of this Section 8
should survive the termination of this Lease.
9. Damage to or destruction of the Premises:
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(a) Lease Termination.
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If the Premises: (a) by reason of fire or casualty are rendered unsuitable,
in Tenant's judgment, for Tenant's business purposes and Tenant elects not
to repair; or (b) are damaged as a result of a risk which is not covered by
Tenant's insurance and Tenant elects not to repair; Tenant may terminate
this Lease by written notice given to Landlord within sixty (60) days after
such event. In the event of termination, this Lease shall expire thirty
(30) days after the date on which such notice of termination is given and
Tenant shall vacate and surrender the Premises to the Landlord. In the
event that this Lease is not terminated, Tenant shall commence repairs and
restoration as soon as is reasonably possible and prosecute the same to
completion with all due diligence.
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(b) Rent Abatement.
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The Base Rent shall be abated proportionately if Tenant's use of the
Premises is impaired during the period of any damage, repair or restoration
provided for in this Section 9, provided, however, any such abatement of
rent shall end five (5) days after the repair of the Premises has been
substantially completed and Tenant has obtained any certificate or approval
necessary to re-occupy or use the Premises. Tenant shall continue the
operation of its business at the Leased Premises during any such period to
the extent reasonably practicable from the standpoint of prudent business
management, and any other obligations of Tenant under the Lease shall
remain in full force. Except for the abatement of Rent herein provided,
Tenant shall not be entitled to any compensation or damage for loss in the
use of the whole or any part of the Premises and/or any inconvenience or
annoyance occasioned by any damage, destruction, repair or restoration. In
the event the cause of the damage was due to the negligence or willful
misconduct of the Tenant or its agents, employees, contractors or invitees,
there shall be no abatement of rent.
10. Condemnation of the Premises:
----------------------------
If all or substantially all of the Premises shall be condemned or taken in
any manner for any public or quasi-public use, this Lease shall cease and
terminate as of the date of actual taking and Base Pent and additional rent
payable hereunder shall be prorated to the date of such taking. For the
purposes of this Paragraph 10 "substantially all" of the Premises shall be
deemed to have been taken if such condemnation or taking shall, in the
reasonable deternnination of Tenant, render the Premises unusable for the
Purposes set forth in Section 5 of this Lease.
11. Leasehold Improvements:
----------------------
Tenant shall have the right to install a ticket office, restripe the
parking lots, relocate existing fence, make lighting improvements,
landscape the Premises and construct a pedestrian ramp. Tenant shall also
have the right to make other alterations and improvements to the Premises,
consistent with Paragraph 5, subject to Landlord's prior written approval
which shall not be unreasonably withheld or delayed. Upon receipt of an
itemized invoice, Landlord shall reimburse Tenant for the costs and
expenses incurred by Tenant in connection with the alterations and
improvements described in this Section 11 up to but not exceeding $15,000.
On the expiration or earlier termination of the Lease, tenant shall have
the right, but not the obligation, to remove all improvements made by
Tenant. All trade fixtures and personal property installed at the Premises
shall remain Tenant's property and will be removed by Tenant within sixty
(60) days of termination.
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12. Estoppel Certificate:
--------------------
Tenant shall, at any tune and from a time to time, upon not less than ten
(10) days prior notice by Landlord, execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the
same is in full force and effect as modified and stating such
modifications), and the dates to which the Base Rent and other payments
have been paid in advance, if any, and stating whether or not Landlord is
in default in performance of the terms of this Lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended
that any such statement delivered pursuant to this Paragraph may be relied
upon by any prospective purchaser of the fee of the Demised Premises or any
mortgagees thereof or any assignee of any mortgage upon said fee.
Landlord shall, at any time and from time to time, upon not less than ten
(10) days prior notice by Tenant, execute, acknowledge and deliver to
Tenant a statement in writing certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the
same is in full force and effect as modified and stating such
modifications), and the dates to which the Base Rent and other payments
have been paid in advance, if any, and stating whether or not Tenant is in
default in performance of the terms of this Lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended
that any such statement delivered pursuant to this Paragraph may be relied
upon by any prospective assignee of the Tenant's interest hereunder or any
mortgagees thereof or any assignee of any mortgage upon said interest or
any permitted subtenant.
13. Compliance With Laws:
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Tenant shall comply with ail laws, statutes, ordinances, regulations and
other requirements of any governmental authority ("Legal Requirements") to
the extent such compliance is required as a result of (a) Tenant's specific
use of the premises, and/or (b) Tenant's acts.
Landlord shall comply with all Legal Requirements applicable to the
Premises, except to the extent set forth above.
14. Maintenance/Repairs:
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During the entire Lease Term, Tenant shall be responsible for ongoing
maintenance and repairs of the Premises.
15. Signage:
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Tenant shall have the right to install one or more signs on the Premises
provided all applicable laws and ordinances are complied with.
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16. Services:
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Tenant is responsible for the collection of all garbage on the Premises,
for the removal of all ice and snow, and for the maintenance of the
landscaped areas; Landlord does not have any obligation with respect to
said services.
Additionally, Tenant shall pay for all electrical services related to
Tenant's use of leased Premises, as monitored through a separate meter.
17. Assignment/Sublease:
-------------------
Tenant shall have the right to assign the Lease or to sublet all or any
portion of the Premises without Landlord's prior consent, (i) to any
parent, affiliate or subsidiary of Tenant, (ii) to any purchaser of all or
substantially all of Tenant's assets, (iii) to any purchaser of all or
substantially all of Tenant's outstanding stock, and (iv) to any entity
into which Tenant is merged or consolidated provided, however, that the use
of the Premises by any such assignee or subtenant is consistent with, and
expressly limited to, the use described in Paragraph 5, above. In the
event of any such assignment or sublease, Tenant shall promptly notify
Landlord.
With respect to any other assignment or sublease to another ferry service
operator, Landlord agrees not to unreasonably withhold or condition its
consent; if Landlord fails to respond to Tenant's written request within
thirty (30) days after its receipt by certified mail, then Landlord shall
be deemed to have consented.
18. Environmental Indemnification:
-----------------------------
(a) As a supplement to, and not a limitation of, the provisions of Section
13 hereof, Landlord shall, at its sole cost and expense, comply with
all laws, statutes, ordinances, regulations and other requirements of
any governmental authority relating to the environmental condition of
the Premises ("Environmental Requirements"), including, without
limitation, performing any testing, investigations, removal and
remediation required by such Environmental Requirements, except that
tenant shall be responsible for compliance with Environmental
Requirements in connection with any release or discharge of a
hazardous substance or hazardous waste occurring after the date hereof
which is caused by Tenant or its agents, employees, contractors or
invitees.
(b) Landlord shall indemnify, defend and hold Tenant harmless from and
against any and all claims, costs (including attorneys' fees),
actions, loss, judgments, fines and liability whatsoever (including,
without limitation, actions brought by any governmental authority or
third party) arising out of or in connection with the environmental
condition of the Premises or any other property owned or operated by
Landlord, except for any environmental condition arising out of any
release or discharge of a hazardous waste or hazardous substance at
the Premises after the
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date hereof which is caused by Tenant or its agents, employees,
contractors or invitees.
(c) Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all claims, costs (including attorneys' fees),
actions, loss judgments, fines and liability whatsoever (including,
without limitation, actions brought by any governmental authority or
third party) arising out of or in connection with any release or
discharge of a hazardous waste or hazardous substance at the Premises
after the date hereof which is caused by Tenant or its agents,
employees, contractors or invitees.
(d) Notwithstanding anything to the contrary contained in this Lease,
Tenant shall have the right during the Investigation Period (as
hereinafter defined) to conduct such investigations and analyses of
the environmental condition of the Premises and its environs as it
deems prudent. Landlord shall cooperate with Tenant, at no cost to
Landlord, in connection with such investigations and analyses. In the
event that Tenant, in its sole discretion, is not satisfied with the
results of any such investigation or analysis, it shall have the
right, by notice given to Landlord prior to the expiration of the
Investigation Period, to terminate this Lease. As of the date of any
such notice, this lease shall terminate and neither party shall have
any further liability hereunder. The term "Investigation Period" as
used herein shall mean the period commencing on the date of this Lease
and ending on the thirtieth (30) day thereafter.
(e) The indemnification provisions of this Section 18 shall survive the
termination of this Lease.
19. Pollutants/Permits:
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Tenant shall not at any time use or store any pollutant or hazardous
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material on the Premises, and shall at all times maintain the Premises in a
safe and lawful condition. Upon Landlord's request, Tenant shall provide
evidence reasonably satisfactory to Landlord that all required consents or
permits are in force for Tenant's use of the Premises.
20. Cancellation:
------------
Tenant recognizes that the Premises is a component of the entire twenty-
five (25) acre parcel (the "Property") being marketed for redevelopment in
conjunction with the City of Stamford's redevelopment efforts for the
entire Southend.
In the event of any sale of the Prep rises by Connecticut Light and Power
Company, Landlord shall have the right to require Tenant to relocate to new
premises owned by Landlord, subject, however, to the following:
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(a) Landlord shall give Tenant not less than one (1) year's prior written
notice of the relocation (the date which is one (1) year after the
date of such notice being hereinafter called the "Relocation Date"),
which notice shall include a plan identifying the New Premises (as
hereinafter defined);
(b) the Premises shall be relocated to another portion of the Property
(the "New Premises") which (i) shall be suitable to Tenant for the
operation of its ferry service terminal, (ii) shall be in good and
safe condition and in compliance with all applicable laws, statutes,
ordinances and other requirements of any governmental authority, and
(iii) shall include, without limitation, an on site dock, on site
parking with at least as many spaces as the original Premises,
vehicular access directly to a main public road, and location for
signage to adequately identify to the public the location of Tenant's
operation;
(c) commencing not less than ninety (90) days prior to the Relocation
Date, Tenant shall have the right to access the New Premises and to
construct and install such alterations, improvements and facilities as
Tenant deems necessary, provided such alterations, improvements and
facilities are consistent with the use permitted under Paragraph 5
hereof (such alterations, improvements and facilities being called
herein the "Relocation Work") and to otherwise prepare the New
Premises for Tenant's use and occupancy; and
(d) Landlord shall cooperate with Tenant, at Tenant's cost, in connection
with all governmental permits, approvals, licenses and/or
certifications required in connection with Tenant's use of the New
Premises, the Relocation Work, and Tenant's operation of passenger
ferry services between the New Premises and destinations selected by
Tenant (the permits, approvals, licenses and/or certifications
referred to herein being called collectively, the "New Permits").
Subject to the foregoing provisions, on or before the Relocation Date (or
such later date as shall be reasonably necessary for Tenant to complete the
Relocation Work and to commence its operations from the New Premises,
provided Tenant shall have diligently pursued the New Permits and after
obtaining the New Permits shall have diligently pursued the Relocation
Work), Tenant shall surrender the original Premises to Landlord and from
and after the date of such surrender, the New Premises shall be deemed to
be the Premises under this Lease and all other terms and conditions of this
Lease shall remain unmodified and in full force and effect.
Notwithstanding anything to the contrary contained herein, in the event
that Tenant has not obtained all of the New Permits on or before the
Relocation Date, Tenant shall have the right to terminate this Lease by
notice given to Landlord within ten (10) days after the Relocation Date.
In the event that Tenant gives such termination notice, this Lease shall
terminate as of the date of the notice. Tenant shall not be deemed to have
obtained the New Permits unless (a) all of the New Permits contain terms
and conditions acceptable to Tenant in its sole discretion, and (b) all of
the New Permits are final and unappealable (it
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being understood that all appeal periods applicable to the New Permits
shall have expired with no appeal having been filed, or if an appeal should
be filed, it having been finally and conclusively resolved, without right
of further appeal, in favor of the New Permit).
21. Quiet Enjoyment:
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Landlord represents and warrants that (a) it is the owner of the Premises,
and (b) there are no covenants, easements, restrictions, agreements or
other encumbrances affecting the Premises which would interfere with
Tenant's use of the Premises as contemplated hereby. Landlord covenants
that if, and so long as, Tenant performs its obligations hereunder, Tenant
shall have the right to peaceably and quietly have, hold and enjoy the
Premises for the term herein mentioned, subject to the provisions of this
Lease.
22. Notices:
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All Notices permitted or required to be made by the Tenant or the Landlord
shall be made in writing and will be considered to be received upon
personal delivery or three (3) business days following mailing of a Notice
by certified mail, postage prepaid, return receipt requested to:
Landlord: The Connecticut Light and Power Company
Real Xxxxxx Xxxxxxxxxx
Xxx 000
Xxxxxxxx, XX 00000-0000
Attention: Manager - Real Estate and Land Planning
Tenant: Lighthouse Landings, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx,
Executive Vice President and Chief Financial Officer
23. Entire Agreement:
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This Lease constitutes the entire agreement between the Landlord and the
Tenant with respect to the Premises and no oral statements, promises,
express or implied warranties, or other understandings except those
expressly set forth in this Lease shall be valid unless reduced to writing
and signed by both parties on or after the date of this Lease.
24. No Broker:
---------
Tenant represents that no broker or agent brought the Premises to the
Tenant's attention or was the procuring cause of this Lease transaction.
Landlord enters into this Lease in reliance on Tenant's representation that
no broker or agent, in any way, brought the Premises to the Tenant's
attention or was the procuring cause of this Lease transaction.
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Landlord represents that no broker or agent was the procuring cause of this
Lease transaction. Tenant enters into this Lease in reliance on Landlord's
representation, that no broker or agent was, in any way, the procuring
cause of this Lease transaction.
25. Binding Effect:
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This Lease is binding upon and shall inure to the benefit of the respective
successors and permitted assigns of the parties hereto.
LANDLORD: THE CONNECTICUT (LIGHT AND
POWER COMPANY
By: /s/Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx
Manager - Real Estate and Land Planning
TENANT: LIGHTHOUSE LANDINGS, INC.
By: /s/Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
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