«THIS MEMORABILIA LEASE AGREEMENT (the “Lease”) is made as of the day of, 2011, by and between FLORIDA TAVERNS, INC., a Florida corporation ...»
THIS MEMORABILIA LEASE AGREEMENT (the “Lease”) is made as of
the ____ day of ________, 2011, by and between FLORIDA TAVERNS, INC.,
a Florida corporation (hereinafter referred to as “Lessor”), and _________, LLC,
a limited liability corporation organized and existing under the laws of _______
(hereinafter referred to as “Lessee”).
1. Lessor is the owner of an extensive collection of golf and “Sam Snead” memorabilia, some of which will be displayed at “Sam Snead’s Tavern” restaurants throughout the country.
2. Pursuant to the terms of a License Agreement dated, 2011 ( the “License Agreement”), Lessee is a licensee concerning the operation of a “Sam Snead’s Tavern” restaurant in ____, _____________ at __________ (hereinafter referred to as the “Premises”), and desires to lease from Lessor, articles of memorabilia for display and exhibition at the Premises.
3. Lessor is willing to lease articles of memorabilia for such purposes in accordance with the terms of the License Agreement and subject to the terms of this Lease.
AGREEMENT NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
DESCRIPTION OF LEASED PROPERTYThe property to be leased hereunder is that personal property described on the attached Exhibit A, incorporated and made a part hereof for all purposes (hereinafter referred to as the “Property”). Such Property shall be of a type and quality consistent with memorabilia supplied by Lessor to other operators of a “Sam Snead’s Tavern” restaurant and in that regard the parties hereto agree that reproductions of memorabilia may be used rather than original items. The Lessee intends to open the Sam Snead’s Tavern in _____, _______ on. The Property shall be delivered to Lessee not later than ten (10) days prior to the first date upon which any part of the Premises shall be opened to the public for operation provided Lessee confirms the opening date in writing to Lessor not less than forty (40) days prior to the intended opening date and provided further that the Premises are such that the Property will be secure and properly protected upon delivery to the Premises and thereafter. At the time the Property is delivered to Lessee, the parties shall initial and date Exhibit A, and the initialing thereof by Lessee shall constitute its acknowledgment of receipt and acceptance of the Property. Lessee will cause its authorized agent or officer to meet with an authorized officer of Lessor at the Premises to accept delivery. In order to place appropriate memorabilia at the Premises it will be necessary for Lessor to visit the Premises and ultimately cause such Property to be placed for display at the Premises. The costs and expenses incurred by Lessor in connection with travel to and from the Premises shall constitute Other Charges under Article 3 hereof.
The term of this Lease shall commence upon the acceptance of the Property by Lessee pursuant to Article 1 hereof and, unless terminated earlier as set forth herein, shall continue so long as the License Agreement is in full force and effect.
3.01 Rent. Lessee agrees to pay Lessor as rent for the Property, a lump sum payment of ________ (00,000.00) dollars (hereinafter the “Rental Payment”).
Lessee shall pay Lessor one-half of the Rental Payment upon execution of this Lease by Lessee in order for Lessor to assemble and prepare the memorabilia for Lessee. Lessee shall pay Lessor the balance of the Rental Payment no later than twenty (20) business days prior to delivery of such memorabilia to Lessee. The rental payment is net of all taxes, imposts, duties, charges, bonds, costs and expenses (herein “Other Charges”). Lessee assumes and agrees to pay hereunder, all Other Charges together with all interest, late charges and penalties that may accrue thereon.
3.01 Location and Method of Payment. All payments shall be made to Lessor at its notice address or such other place as shall be designated by written notice from Lessor or its assignees. All payments shall be made in United States dollars by wire transfer or such other method as shall be approved in writing by Lessor or its assignees.
3.03 Late Charge. If Lessor has not received the full amount of any payment from Lessee within ten (10) days after it is due, Lessee shall pay a late charge to Lessor equal to five percent (5%) of the overdue payment.
Lessee, without prior written consent of Lessor, shall not permit the Property to be removed from the Premises. Lessor shall have the right to supervise any movement of the Property.
5.01 Rights of Lessee. Lessee shall be entitled to use the Property for display purposes only during the Lease term and only in connection with the operation of a golf-theme restaurant to be known as “Sam Snead’s Tavern” at the Premises and provided Lessee is not in default of any provision of the Lease or the License Agreement. The Property shall not be used for any purpose other than for protected and supervised display within the Premises.
5.02 Duties of Lessee. Lessee shall use the Property in a careful and proper manner, and agrees not to permit any leased Property to be used in violation of any applicable statute, law, ordinance, rule or regulation relating to the possession, use or maintenance of the Property. Lessee will indemnify and hold Lessor harmless from any liabilities, fines, forfeitures or penalties for violation of any statute, law, ordinance, rule or regulation or any duly constituted public authority. Lessee shall maintain at Lessee’s expense all necessary permits and licenses for the importation, use and exportation of the leased Property.
5.03 Restriction on Use. Lessee shall not use the Property in any manner that will result in a cancellation of any insurance policy, even if such use may be in furtherance of Lessee’s business purpose.
If at any time during the term of this Lease, Lessor supplies Lessee with labels, plates or other markings stating that the Property is owned by Lessor, Lessee shall permit Lessor to enter the Premises to affix and keep such labels, plates, or other markings in a prominent place on the Property.
ARTICLE 7. MAINTENANCE PERFORMED BY LESSEE
7.01 Maintenance and Repairs. Lessee shall assume all obligations and liabilities concerning possession of the Property, and for its use, condition and storage during the Lease term, any continuation or extension thereof, and during its transport from Lessor to Lessee and return. Lessee shall, at Lessee’s expense, maintain the Property in good order, repair, and condition, as provided in this Article.
7.02 Alterations. Lessee shall not make any alterations, repairs, maintenance, conservation work, additions or improvements to the leased Property without the prior written consent of Lessor. All additions to and improvements of the Property of any kind shall immediately become Lessor’s property and subject to the terms of this Lease. Lessee shall not remove, alter, disfigure or cover up any numbering, letter or insignia displayed on the Property. Lessee shall give Lessor immediate notice of any need for alteration, repair, maintenance, conservation work, addition or improvement to the leased Property. Lessor shall have the right to supervise any work done on the leased Property.
ARTICLE 8. LESSOR’S RIGHT OF INSPECTION AND REPAIR
It is agreed that Lessor, at its discretion during Lessee’s regular business hours, has the right to enter any location where the Property may be located, for the purpose of inspecting the Property in order to make a determination of its condition and manner of use. If any Property covered by this Lease is not being properly maintained or utilized according to the provisions of this Lease, Lessor has the right, but not the obligation, to have it repaired or maintained at a service facility at the expense of Lessee.
ARTICLE 9. OWNERSHIP
9.01 Lessor Sole Owner. This Lease constitutes a lease of the Property described in Exhibit A and not a sale or the creation of a security interest. Lessor shall at all times retain sole ownership and title of the leased Property, and Lessee shall not have or at any time acquire any right, title, equity, or other interest in the Property, except the right to possession and use as provided for in this Lease. The Property is, and shall at all times, remain the personal property of Lessor, notwithstanding that any part of it may now be, or may become, in any manner attached to, or embedded in or permanently resting on, real property or any building on real property, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. Lessee agrees to indemnify Lessor for any loss or expense due to a lien or claim on such Property by the landlord of Lessee’s premises or by any other lienor or claimant whatsoever.
9.02 Donated Memorabilia. Any items of golf or “Sam Snead” memorabilia donated or presented to the Premises, or otherwise acquired or received by Lessee for less than full or reasonable value, at any time during the term of this Lease and any extension thereof, shall be deemed and shall immediately become the property of Lessor unless otherwise agreed by the parties hereto in writing. Lessee shall immediately notify Lessor in writing of any such receipt or acquisition of memorabilia.
ARTICLE 10. DELIVERY AND ACCEPTANCE OF PROPERTY
As discussed at Article 1. hereof, Lessee’s initialing Exhibit A shall be considered Lessee’s acknowledgment that it has fully inspected the Property and acknowledges that Property to be in good condition and repair, and it is satisfied with and has accepted the Property in such good condition and repair.
ARTICLE 11. RISK OF LOSS OR DAMAGE
11.01 Loss or Damage. Lessee assumes all risk or loss of and damage to the Property, during the term of this Lease, and during any period of transport or storage while the Property is in route from Lessor to Lessee or from Lessee to Lessor, from any cause whatsoever. No loss or damage to the Property will impair any obligation of Lessee under this Lease, which will continue in full force and effect. If any Property under this Lease becomes lost, stolen, destroyed or damaged beyond repair satisfactory to Lessor, Lessee shall pay Lessor in cash the “Stipulated Loss Value” as set forth in Exhibit A, less any net proceeds of insurance received by Lessor for loss or damage of such Property. Upon such payment, this Lease will terminate with respect to such items of the Property so paid for and Lessee shall become entitled to such items of the Property, as owner, on an “as is” basis, without warranty by Lessor, expressed or implied, for any matter concerning such items of the Property. In the event any Property is damaged beyond repair to the satisfaction of Lessor, Lessor may choose to retain such damaged property and the net proceeds of insurance received by Lessor, in which event the amount payable by Lessee to Lessor, if any, shall be waived.
11.02 Notification to Lessor. If any Property under this Lease is damaged, lost, stolen or destroyed as a result of its use, maintenance, possession or transportation, Lessee shall promptly notify Lessor of the occurrence and shall file all necessary reports, including those required by law and those required by interested insurance companies.
ARTICLE 12. INSURANCE
Lessee shall, at Lessee’s expense, maintain in full force and effect at all times during the Lease term and any extensions or renewals thereof, comprehensive insurance against loss, theft, damage or destruction of the leased Property, in an amount not less than the amount set forth opposite each item on Exhibit A, and in an aggregate amount of not less than the total amount set forth on Exhibit A, together with liability coverage and such other coverage as may be required by Lessor. The policies shall provide that they may not be cancelled or altered without at least thirty (30) days prior written notice to Lessor, and the loss payable endorsement shall provide that all amounts payable by reason of loss of or damage to the Property shall be payable only to Lessor. Additional insurance requirements are contained in Article 15. Lessee shall deliver to Lessor evidence satisfactory to Lessor of all such insurance upon Lessor’s request and in all events prior to such insurance coverage on the Property in excess of the requirements of this Article and Article 15. Any such additional insurance of the Property by Lessee shall name both Lessee and Lessor as the insured and Lessee shall deliver to Lessor evidence of all such additional insurance.
ARTICLE 13. TAXES AND FEES