Exhibit 10.3
LEASE
This indenture of Lease made and entered into at Medina, Ohio, this 14 day of
Aug., in the year Nineteen Hundred and Ninety-Five, by and between CropKing
Inc., an Ohio Corporation, its successors and assigns, hereinafter called
"Lessor", and Hydroponic Produce Company its successors and assigns,
hereinafter called "Lessee".
WITNESSETH:
That the Lessor does grant unto the said Lessee a sub-lease for space located
at CropKing Inc., 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX, situated in the Village
of Seville, County of Xxxxxx and State of Ohio, and known and described as
per "Exhibit A" attached hereto and made a part hereof, upon the terms and
conditions stated herein. All rights and obligations hereby crested are
subject to and limited by Lessee's rights under the certain Lease for the
premises between Xxx Xxxxxxxxxxx, dba Seville Properties, as Lessor, and
CropKing Inc., as Lessee.
1. Use - Said leased space to be used for wholesale produce distribution and
for all uses incidental thereto.
2. Term - To have and to hold unto the Lessee for the term of five years,
commencing on August 15, 1995, and ending on August 14, 2000, upon the
covenants and agreements herein set forth, with the right to exercise three
consecutive five year options.
3. Rental - Lessee hereby covenants and agrees to pay to the Lessor as rent
for said premises during said term the sum of One hundred fifty thousand
dollars, ($150,000,000), payable to Lessor or Lessor's agent at 0000 Xxxxxxx
Xx., Xxxxxxx, XX, 00000, or to any other designated address, in monthly
installments of Two thousand five hundred dollars, ($2,500.00), each month in
advance upon the first day of each calendar month during said term.
4. Occupancy - Lessee acknowledges that it accepts the greenhouse in its
present condition and is satisfied with the construction and use thereof with
the agreed upon improvements completed.
5. A. Lessee's Repairs and Maintenance - Lessee shall at all times, at its
sole expense keep and maintain the leased premises in a neat and clean
fashion. Lessee, at its sole expense, shall keep and maintain the interior
of the premises, all exterior signs and fixtures appertaining to Lessee, and
all doors and windows, in good condition and repair and shall be responsible
and pay for all interior painting whenever reasonably necessary at Lessor's
request. Lessee, at its sole expense shall keep, maintain, and repair in good
condition, the heating, ventilating, air conditioning units, coolers,
lighting plumbing, gas, electrical, hot water, within and about the leased
premises, provided however that despite such proper maintenance and repair,
should the heating or hot water systems need total replacement, Lessor, at
its sole expense, shall pay and be responsible for such replacement. Lessee
shall perform no altering, remodeling, or painting of the premises without
Lessor's prior written consent.
X. Xxxxxx'x Repairs and Maintenance - Lessor, at its sole expense shall keep
and maintain in good condition and repair the structure and exterior of the
premises and all supply pipes and wires for gas, electricity and water
leading to the premises and drainage pipes leading therefrom. Anything herein
to the contrary notwithstanding, Lessee shall be solely responsible to make
and pay for any repairs or replacements occasioned by the acts or omissions
of Lessee, its employees, agents, guests, or invitees, whether negligent,
intentional, or otherwise. Lessee shall pay and be responsible for any and
all lawn and landscape maintenance. Lessee shall pay for the snow and ice
removal from driveways and parking lots.
6. Improvements or Changes - Lessee agrees to maintain and repair the leased
premises and further agrees to make no structural change or alternations in
the premises or the improvements thereof without first obtaining Lessor's
written consent and any permission given by the Lessor to make structural
changes or alterations shall be on condition that the work shall be at
Lessee's expense, unless otherwise agreed in writing and shall be in
accordance with the Building Code of the County of Xxxxxx and shall be such
as not to weaken any structure or building.
7. Removal or Improvements - Lessee agrees that all alterations, additions
and improvements including installation of partitions and trade fixtures, put
it at the expense of the Lessee, shall be the property of the Lessor and may
not be removed at the expiration of this sub-lease by the Lessee without
written permission.
8. Mechanic's Lien - In the event Lessee erects any alterations or
improvements to the premises as hereinabove provided, Lessee hereby agrees to
and does indemnify Lessor against any Mechanic's Lien that may be filed
against the within demised premises for labor and/or material furnished, and
in the event any such lien is filed, Lessee will immediately pay the same and
cause it to be satisfied and discharged of record.
9. Careful Use - Lessee will use and occupy said premises and appurtenances
in a careful, safe and proper manner and will at Lessee's expense comply with
the directions of proper public officials as to use, repair and maintenance
thereof and Lessee will not allow said premises to be used for any other
purpose other than that herein expressly specified. Lessee will not engage in
or allow the use of Hazardous or Dangerous materials to occupy the premises.
10. Waste - Lessee shall not commit or suffer any waste or damage to the
building or improvements on the demised premises.
11. Sublease - Lessee expressly agrees that it will not sublet said leased
premises, no allow said leased premises to be occupied in whole or in part by
any other person, group, or corporation, during the term of this lease.
12. Unlawful Use - Lessee will not use or permit said premises to be used for
any unlawful purpose or in any way that will injure the reputation of Lessor
or of the building of which they are a part, or disturb the neighborhood.
13. Signs - Lessee agrees to use existing signs without any modification
without prior written permission of the Lessor. Any additional signs must be
approved in writing by Lessor, which signage shall conform to all State,
County, Township, and local ordinances.
14. Alterations of Premises - Lessor shall have the right to make such
additions, alterations and improvements in and to the building containing the
demised premises as it seems necessary or desirable provided, however, that
in construction such additions, alterations, or improvements, Lessor does not
unreasonably interfere with the operation of Lessee's business.
15. Subordination - Lessor reserves the right to subject and subordinate
this lease to the lien of any mortgage now or hereafter placed upon Lessor's
interest in the premises, provided however, that the holder of any such
mortgage shall enter into a written agreement with Lessee recognizing
Lessee's rights under this lease and that as long as Lessee shall faithfully
discharge the obligations of this lease said rights shall continue in full
force and effect and shall not be terminated or disturbed. Lessee agrees to
execute and deliver upon demand such instrument or instruments subordinating
this lease to the liens of any such mortgage as shall be desired by Lessor.
16. Transfer of Lessee's Interest - Lessor will not permit any transfer of
Lessee's interest in said premises by assignment, transfer by operation of
law or by any other means, without Lessor's written consent, and lessee
covenants and agrees not to assign or transfer its interest in said premises.
Any such consent granted by Lessor to Lessee permitting Lessee to assign or
transfer its interest shall be upon the condition that Lessee remain
primarily liable for the performance of all the terms, conditions and
covenants of this lease after such assignment or transfer.
17. Utilities - Lessee shall pay when due all bills for water, gas, sewer,
electricity, telephone, rubbish collection, and any and all other utilities
used on or about the leased premises during the entire term of the lease.
18. Utility Fees Advanced - In the event Lessee is unable to pay or refuses
to pay for utilities rightfully charged to Lessee, Lessor may advance such
payments and such other payments so as to make up any default on Lessee's
part to fulfill Lessee's covenants herein and charge such payments as
additional rent which shall be due and payable with the next installment of
rent due under the terms of this lease.
19. Indemnity for Negligence - Lessee agrees to defend, indemnify and save
Lessor harmless from all loss, damage, cost and expense by reason of injury
or death to any person or personal property on or about the demised premises,
which injury results from any act or omission of Lessee, its agents,
employees, guests, licensees, or invitees. Lessee further agrees as
hereinbefore set forth to carry general liability insurance covering its use
of said premises in the amount of Three Hundred/Five Hundred Thousand dollars.
20. End of Term - Lessee agrees to deliver up and surrender to the Lessor
possession of the premises hereby leased upon the expiration of this lease or
its termination in any way and deliver the keys at the office of Lessor or
Lessor's agent.
21. Inspection - Lessor shall have free access to the premises at all
reasonable times for the purpose of examining the same or to make any
alterations or repairs to the building that Lessor may deem necessary for its
safety or preservation, and also during the last ninety days of the term of
this lease for the purpose of exhibiting said premises and putting up the
usual notice "To Rent" or "For Sale" signs or notices, which notices or
signs shall not be removed, obliterated, or hidden by Lessee.
22. Default - If Lessee shall at any time be in default in the payment of
rent herein reserved or in the performance of any of the covenants, terms,
conditions, or provisions of this Lease, or if Lessee shall be adjudged a
bankrupt or shall make an assignment for the benefit of creditors, or if a
receiver of any property of Lessee in or upon the Premises be appointed in
any action, suit or proceeding by or against Lessee and not removed within
forty-five (45) days after appointment, or if the interest of Lessee in the
Premises shall be sold under the execution of other legal process, or upon
the default by Lessee under, or any other termination of any other lease,
license, or contract between Lessor and Lessee, Lessor may, by notice to
Lessee, terminate this lease, in which event Lessee shall remain liable for
all amounts due and payable under the terms and provisions of this lease, or
without terminating this Lease, re-enter the Premises by summary proceedings
or otherwise and in either event, may dispossess Lessee. In the event of such
re-entry, Lessor shall make reasonable effort to relet the Premises and apply
the rent therefrom first to the payment of Lessor's expenses incurred by
reason of Lessee's default and the expenses of reletting and then to the
payment of rent and all other sums due from Lessee hereunder, lessee
remaining liable for any deficiency.
23. Rent - Every demand for rent due wherever and whenever made shall have
the same effect as if made at the time it falls due and at the place of
payment or on the premises; and after the service of any notice or
commencement of any suit, or final judgment therein, Lessor may receive and
collect any rent due, and such collection or receipt shall not operate as a
waiver of nor affect such notice, suit or judgment. Any notice or summons to
be served by or on behalf of Lessor upon Lessee under this Lease or in
connection with any proceeding or action growing out of this Lease or the
tenancy arising therefrom, may be sufficiently served by leaving such notice
or summons addressed to Lessee upon the said demised Premises.
24. Destruction of Premises -
A. It is mutually agreed between the parties thereto that if the said
premises shall without fault or neglect on Lessee's part be destroyed or so
injured by the elements or other cause as to be unfit for occupancy and such
destruction or injury could be reasonably repaired within thirty (30) days
from the happening of such destruction or
injury, then the Lessee shall not be entitled to surrender possession of said
premises nor shall Lessee's liability to pay rent under this lease cease,
without the mutual consent of the parties; but in case of any such
destruction or injury the Lessor shall repair the same with all reasonable
speed and shall complete such repairs within thirty (30) days from the
happening of such injury; and if during such repairs the Lessee shall thereby
be deprived of the occupancy of any portion of said premises, a proportionate
allowance shall be made to Lessee from the rent, corresponding to the time
during which and to the premises of which Lessee shall be so deprived on
account of making of said repairs.
B. However, if such repairs cannot be completed within thirty (30) days,
Lessor or Lessee may elect to terminate this Lease and Lessee shall not be
liable for rent for the leased premises from and after the time of surrender
of said premises.
25. Eminent Domain - In the event that the premises or any part thereof
shall at any time after the execution of this Lease be taken for public or
quasi public use in condemnation proceedings or by exercise of any right of
eminent domain, or if following the adoption of any resolution, ordinance or
other law expressing an intent by any public authority to appropriate or
authorize the acquisition of the whole or any part of the premises, Lessor
and such public authority shall agree upon a purchase of the subject premises
by the public authority (all such proceedings being collectively referred to
herein as a "taking"), the Lessee shall not be entitled to claim, or have
paid to the Lessee any compensation or damages whatsoever for or on account
of any loss, injury, damage, or taking of any right, interest or estate of the
Lessee and Lessee hereby relinquishes to Lessor any rights to any such
damages but the Lessor shall be entitled to claim and have paid to it for the
use and benefit of the Lessor all compensation and/or damages for and/or on
account of and/or arising out of such taking and/or condemnation without
deduction from the amount thereof for or on account of any right, title,
interest or estate of the Lessee in or to said property. In case of any such
taking referred to in this Article then if and when there is taking of the
building on the premises or any part thereof which prevents Lessee from
conducting its business as it had been conducted prior to such taking, then
either the Lessor or the Lessee may cancel and terminate this Lease as to the
whole of the premises by giving notice to the other party within thirty
(30) days after such taking of such intention to terminate. If this Lease is
not terminated as above provided for following any said takings, then the
Lessor shall repair the premises at its sole expense.
26. Peaceable Enjoyment - And the Lessor hereby covenants and agrees that if
the Lessee shall perform all the covenants and agreements herein stipulated
to be performed on Lessee's part, the Lessee shall at all times during said
term have the peaceable and quiet enjoyment and possession of said premises
without any manner of let or hindrance from Lessor or any person or persons
lawfully claiming said premises.
27. Severability - If any term or provision of this lease or the application
thereof to any person or corporation and circumstance shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of
such term or provision to persons, corporation, and circumstances other than
those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and shall
be enforceable to the fullest extent of the law.
38. Waiver of Subrogation - Lessor and Lessee hereby waive all rights of
recovery and causes of action which either has or may have or which may arise
hereafter against the other whether caused by negligence, intentional
misconduct, or otherwise, for any damage to premises, property, or business
caused by any perils covered by fire or extended coverage, buildings,
contents or business interruption insurance, or for which either party may be
reimbursed as a result of insurance coverage affecting any loss suffered by
it; provided however, that the foregoing waiver shall apply only to the
extent of any recovery made by the parties hereto under any policy of
insurance now or hereafter issued, and further provided that the foregoing
waivers do not invalidate any policy of insurance of the parties hereto, now
or hereafter in issue, it being stipulated by the parties hereto that the
waiver shall not apply in any case in which the application thereof would
result in the invalidation of any such policy of insurance.
29. Short Form Lease - This Lease shall not be recorded but a short form
lease describing the property herein demised giving the term of this lease
and referring to this lease may be recorded by either party.
30. Parties - The terms, conditions and provisions of this lease shall inure
to and be binding upon the Lessor and Lessee, and unless specifically
excluded, their respective successors and assigns.
31. Security Deposit - A security deposit shall be required equal to one
month's rent, or $2,500, which amount shall draw no interest.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.
SIGNED AND ACKNOWLEDGED:
IN THE PRESENCE OF: LESSOR:
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.
SIGNED AND ACKNOWLEDGED:
IN THE PRESENCE OF:
LESSOR:
CropKing Inc., by
Xxxxxx X. Xxxxxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxxxxx Witness [illegible]
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LESSEE:
Hydroponic Produce Company, Inc., by
Xxxxxx X. Xxxxxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxxxxx Witness [illegible]
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