EXHIBIT 10.6(1)
Record & Return to:
Johnson, Murphy, Hubner,
McKeon, Wubbenhorst & Xxxxxx
00 Xxxxx 00 Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-00
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE is for official filing purposes only and embodies
for those purpose a certain GROUND & EQUIPMENT LEASE ("Lease") made and entered
into on day of , 1997, by and between Xxxx Xxxxxx, having an
residence at Xxxxx 0, Xxxxxxxx, Xxxxxxx 00000 ("Lessor") and Triarco Industries,
Inc., a New Jersey Corporation, with a principal place of business at 000
Xxxxxxx Xxxxxxxx, Xxxxx, Xxx Xxxxxx 00000 ("Lessee").
ARTICLE 1. DEMISE OF LEASED PROPERTY
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Description of Leased Land
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Lessor leases to Lessee, and Lessee rents and accepts from Lessor, those
certain parcels of land in the Township of Xxxxxxxx, County of Xxxxxxxx, State
of Florida, identified as (A) Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, (X)
Section 7, Township 1 North, Range 12 East, (C) Section 6, also known as The
Xxxxxx Xxxx, Xxxxx 0, Xxxxxxxx, Xxxxxxx 00000 and more particularly described on
Exhibit "A" annexed hereto and made a part hereof together with the buildings,
improvements and the appurtenances thereto appertaining and including, without
limitation, rights in streets, easements and rights of way, the land and
premises (the "Leased Land").
ARTICLE 2. TERM AND RENT
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Term of Lease
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Lessee's obligation to pay rent in accordance with this Lease shall be for
a term of five (5) years ("Term"), commencing on September l, 1996, and ending
on September 1, 2001, unless terminated at an earlier date for any reason set
forth in this Lease.
Option - Terms and Conditions
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Lessee shall have three (3) five (5) year options to extend this Lease
beyond the expiration date provided in Subsection 2.1.
Rent
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Lessee shall pay rent to Lessor, without notice or demand and without
abatement, reduction or set-off for any reason, at the office of Lessor or such
other place as Lessor may designate in writing.
ARTICLE 3. USE AND CONSTRUCTION OF IMPROVEMENTS
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Primary Use
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Lessee shall have the right to use the Leased Land & Equipment for any
lawful purposes. In this connection, and without detracting from the foregoing,
it is understood and agreed that the primary purpose for which the Leased Land &
Equipment have been leased is agriculture.
Lessee's Right to Construct Improvements
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Lessee shall have the right to construct structures, buildings and other
improvements ("Improvements") on the Leased Land, for use in connection with the
use of the Leased Land as an agricultural facility, at Lessee's sole cost and
expense, with the prior approval of Lessor, which consent shall not be
unreasonably withheld. Lessee shall be responsible to obtain all necessary
permits and governmental approvals for the Improvements. At the termination of
this Lease, Lessee may, but shall not be required to, remove and keep all
Improvements but in such case, Lessee shall patch the Leased Land so that any
damage done because of the removal of the Improvements is repaired. In the
alternative, Lessee may leave the Improvements, which shall become the property
of Lessor. The Lessor shall have input, but no decision making authority except
as set forth above, in the design and building materials of the Improvements.
The Lessor shall have the option at the completion or termination of this
Agreement to require Lessee to remove any improvement within ninety (90) days.
ARTICLE 6. LIENS AND ENCUMBRANCES
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Creation Not Allowed
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Lessee shall not create, permit or suffer any mechanic's or other lien or
encumbrance on or affecting the Leased Land or the fee estate or reversion of
Lessor except as specifically permitted in this Lease. Except as exist on the
date of this Lease, Lessor shall keep the Leased Lands, Equipment and
Improvements free and clear of all levies, liens and claims.
Discharge After Filing or Imposition
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If any lien or encumbrance shall at any time be filed or imposed against
the Leased Land or the fee estate or reversion of Lessor, resulting from
Lessee's activities, Lessee shall cause the same to be discharged of record
within ninety (90) days after notice of the filing or imposition by payment,
deposit, bond, order of a court of competent jurisdiction, or as otherwise
permitted by law.
This is a Memorandum of Lease and it no way alters the terms of a certain
GROUND & EQUIPMENT LEASE ("Lease") made and entered into on day of ,
1997, by and between Lessor and Lessee. This Memorandum of Lease in no way
changes the terms and conditions of the GROUND & EQUIPMENT LEASE, which GROUND &
EQUIPMENT LEASE shall control in the event of a conflict.
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IN WITNESS WHEREOF, Lessor and Lessee have executed and signed this Lease
or have caused this Lease to be executed and signed, and corporations have
affixed their proper corporate seals on the date above first written.
ATTEST:
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
------------------------- ------------------------------
Xxxx Xxxxxx
Dated: 17 July 1997
ATTEST:
Xxxxxx Xxxxxxx By: /s/ Xxxxxxxxxxx Xxxxx
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Triarco Industries, Inc.
Xxxxxxxxxxx Xxxxx
Dated: 17 July 1997
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