EXHIBIT 10.14
LEASE AGREEMENT
This lease, made and entered into this 7th day of March, 1996 by and between
LITTLE BROWNIE PROPERTIES INC., hereinafter called "LESSOR", and JEVIC
TRANSPORTATION INC., hereinafter called "LESSEE".
1 Premises: LESSOR hereby leases to LESSEE, and LESSEE leases from
LESSOR, for the term, and upon the terms and conditions hereinafter set forth,
that certain property described in Exhibit "A" attached hereto, and by reference
made a part hereof.
2. Purpose: The premises are to be used and occupied by LESSEE solely
as TRUCK TERMINAL & FUELING and for no other purposes or uses. LESSEE further
shall not use or permit the premises, or any part thereof, to be used for any
other purpose. LESSEE shall comply with all codes, rules, regulations, and laws
or any other requirements pertaining to the operation of its business and the
use and occupancy of the premises. This includes, without limitation, the
obtaining of any and all permits, licenses, insurance policies, or any other
requirements in the operation of LESSEE's business or use of the leased
premises. LESSEE agrees that LESSEE will not use or permit the premises to be
used for any unlawful purpose. LESSOR warrants and represents that the premises
and proposed purpose is legal under all codes, regulations and laws.
3. Term: The term of this Lease shall be THREE (3) year(s), commencing
MAY 1, 1996 and ending APRIL 30, 1999.
4. Rent: LESSEE shall pay to LESSOR total rent for the premises
described in Exhibit "A" the sum of FOUR-HUNDRED, THIRTY-SEVEN THOUSAND,
TWO-HUNDRED, AND TWENTY DOLLARS. ($437,220) Dollars, payable in equal monthly
installments of TWELVE-THOUSAND, ONE-HUNDRED, FORTY-FIVE DOLLARS ($12,145)
dollars, due and payable in advance, without notice or demand, on the first day
of each calendar month during the term hereof. LESSEE shall have 2 successive
one year options to rent at $15,960 per month, with a deposit of $15,960
required at that time. The LESSEE shall also have an option to buy the property
at 3934 THURMOND RD. for $1,600,000 anytime during the three year lease term.
LESSEE has the right to a memorandum of lease with the appropriate public
records regarding the sold option above.
5. Taxes: LESSEE agrees to pay any and all taxes levied upon personal
property, including trade fixtures and inventory, not owned by LESSOR, and kept
on the leased premises.
6. DELETED PARAGRAPH.
7. DELETED PARAGRAPH.
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8. Summary of Charges:
Monthly Charges
---------------
Rent $12,145.
Sales Tax N/A
Gas ________________
Water ________________
Electricity ________________ TO BE INVOICED DIRECTLY
Sewer/Wastewater ________________ BY UTILITY COMPANIES.
Utilities ________________
Other ________________
Total $12,145
Miscellaneous Charges
---------------------
Rent Deposit ________________ NOT ON INITIAL THREE
Security Deposit ________________ YEAR LEASE. TO APPLY
Total 0 ON TWO, ONE YEAR
OPTIONS EQUAL
TO $15,960 AS
THE DEPOSIT.
9. Place of Payments: All payments to be made to LESSOR are to be made
at the office of Little Brownie Properties, Inc., P.O. Box 1226 Apopha, Florida
32703, or as designated in writing by LESSOR at such other place or to such
other person as indicated by LESSOR.
10. Pledger: REPLACE WITH ADDENDUM A.
11. Right of Entry: LESSOR, or any of his agents, shall have the right
to enter the premises during all reasonable hours, with reasonable prior written
notice to examine the same, to make such repairs, additions or alterations as
may be deemed necessary for the safety, comfort, or preservation thereof, or of
the building, or to exhibit the premises, and to put or keep upon the doors or
windows thereof a notice "FOR RENT" at any time within thirty (30) days before
the expiration of this lease. The right of entry shall likewise exist for the
purpose of removing placards, signs, fixtures, alterations, or additions, which
do not conform to this agreement, or to the rules and regulations of the
building.
12. Maintenance and Repairs: LESSEE hereby accepts the premises in the
condition it is in at the beginning of this lease. LESSEE agrees to maintain the
premises in the same condition, order and repair as it is at the commencement of
this Lease, accepting only reasonable wear and tear arising from the use thereof
under this Agreement, and to make good to LESSOR immediately upon demand, any
damage to the premises caused by any negligence by LESSEE, or its invitees,
agents, or of any person or persons in the employ or under the control of
LESSEE. LESSEE shall maintain the
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exterior of the leased premises, including without limitation, the roof and
exterior walls, windows and doors, in a good, clean and substantial condition,
order and repair. LESSEE also shall maintian the interior of the leased
premises, including without limitation, interior ceilings, walls and floors,
fixtures, pipes, plumbing, doors, heat and air conditioning units, electrical
system, sprinkler system, electrical and distribution panel, also the outside
loading docks in a good, clean and substantial condition, order and repair.
LESSEE shall make all structural and other repairs and replacements necessitated
by any peril covered by a standard Fire and Extended Coverage Insurance policy,
whether or not caused by LESSEE'S negligence. "Structural", as used herein
includes without limitation, the framework, walls, roof and floor of all
structures on the premises. "Repairs", as used herein, includes without
limitation, plumbing, electrical, painting and other interior maintenance. In
the event if there is any structural damage or repairs needed, not caused by the
negligence of the LESSEE, it shall be the LESSORS responsibility.
13. Alterations: LESSEE shall not make any alteration, additions or
improvements involving structural changes or any other alterations, additions or
improvements such as to the exterior of the building on the premises, the
interior, floors, walls and any other portion of the premises, without securing
LESSOR'S prior written consent, except to the mutually agreed upon pre-rental
improvements described on ADDENDUM "B". Any alterations, additions, or
improvements of a permanent nature shall become a part of the leased property
and the property of LESSOR, and shall be surrendered with the premises at the
termination of this Lease. LESSEE agrees to pay for all such improvements,
additions or alterations contracted for by it. In no event shall LESSEE cause or
allow any lien to be recorded on LESSOR'S property, and LESSEE expressly agrees
to indemnify and hold harmless LESSOR from any cost, or expense, including legal
fees and court costs, that may arise as a result of any such lien. LESSEE
reserves the right to construct commercial signage in accordance with prevailing
local zoning codes.
14. DELETED PARAGRAPH
15. Assignment: LESSEE may not assign this Lease or any part thereof or
Sublease the leased premises or any part thereof, except to any related LESSEE
companies without LESSOR'S prior written consent of which LESSOR's consent will
not be unreasonably withheld. In the event of any assignment or Sublease, LESSEE
shall, nevertheless, remain fully responsible to LESSOR for all obligations
under the Lease Agreement.
16. Personal Property: All personal property placed or moved in the
premises above described shall be at the risk of LESSEE or owner thereof, LESSOR
shall not be liable for loss or damage to, or theft of, the contents placed in
or upn the leased premises from any cause whatsoever, and LESSOR shall not be
liable for any damage to said personal property, or to LESSEE, arising from the
bursting or leaking of water pipes,
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or from any act or negligence of any co-tenant or occupants of the building or
of any related person whomsoever. LESSOR does not carry any insurance to cover
any loss or damage to the contents of the leased premises or on any property of
LESSEE and strongly recommends that LESSEE obtain such insurance to protect
LESSEE'S property from all perils. LESSEE agrees to obtain such insurance to
cover any loss or damage from any cause whatsoever as desired at LESSEE'S own
expense.
17. Damage and Restoration: In the event the premises shall be destroyed
or so damaged or injured by fire or other casualty during the term of this
Lease, or any extension thereof, whereby same shall be rendered untenantable,
and said destruction, damage or injury not be caused by any negligence of LESSEE
or its invitees, agents, or employees or other persons under LESSEE'S control,
then LESSOR shall have the right to render said premises tenantable by repairs
within ninety (90) days therefrom; during said ninety-day period, LESSEE's rent
shall abate and not be payable. If the premises are not rendered tenantable
within said time, it shall be optional with either party hereto to cancel this
Lease, by giving written notice to the other party, and in the event of such
cancellation, the rent shall be paid only to the date of such fire or casualty.
18. Other Damage: LESSOR shall not be liable for any damage caused by
or growing out of fire, rain, wind, leaks, seepage, freezing or any other causes
whatsoever, and LESSEE agrees to indemnify and hold LESSOR harmless from the
payment for any such damage incurred by the LESSEE. LESSOR shall not be liable
to LESSEE, its invitees, family, employees, agents or servants, or any other
person, for any personal injury or damage to personal property caused by any
negligence by LESSEE or its agents or employees, and LESSEE agrees to indemnify
and hold LESSOR harmless herefrom. LESSEE further agrees to indemnify and hold
LESSOR harmless from any and all claims for damages and costs arising from the
negligent use of the leased premises or negligent activity, work or things,
done, permitted or suffered in or about the premises by LESSEE, its invitees,
family, employees, agents or servants, or employees of LESSOR if acting at
request of LESSEE.
19. Services: It is further understood and agreed between the parties
hereto that any charges against LESSEE by LESSOR for services or for work done
on the premises by order of LESSEE or otherwise accruing under this Agreement
shall be considered as rent due and shall be included in any lien for rent due
and unpaid.
20. Claims and Insurance: LESSEE shall be liable for any and all claims
for damages or injury to persons or property arising directly or indirectly from
any negligence of LESSEE, its agents, employees or invitees, from the failure of
LESSEE to comply with the terms of this Lease or any renewal or extension
thereof, and shall carry commercial general liability insurance coverage and
indemnify and hold LESSOR harmless therefrom. LESSEE agrees at LESSEE'S expense
to maintain in force continuously throughout the term of this Lease, and any
extension thereof, commercial general liability
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insurance coverage covering the premises and LESSEE'S operations and activities
thereon, with a general aggregate limit of $1,000,000 and $500,000 for each
occurrence, and shall furnish LESSOR a certificate by the insurer that such
insurance is in force. LESSEE further covenants and agrees at all times during
the term hereof to obtain and maintain and keep in force workmen's compensation
insurance on all its employees and to deliver to LESSOR a certificate of said
insurance and renewals thereof from time to time during the term of this Lease.
LESSEE further covenants and agrees that the commercial general liability
insurance required to be carried hereunder shall be placed with an independent
insurance company. The parties further agree that LESSOR (and the owner of the
leased premises, if different from LESSOR) and LESSEE shall be named as
additional insured as their respective interest may appear in connection with
any policies issued hereunder, and LESSEE shall deliver to LESSOR certificates
of said insurance and of renewals thereof from time to time during the term of
this Lease. LESSEE further agrees to give LESSOR written notice within thirty
(30) days of any change of cancellation of any of the aforesaid insurance. All
insurance aforesaid shall be placed in full force and effect prior to any entry
onto the premises by LESSEE to commence improvements or otherwise.
21. Compliance with Laws: LESSEE shall promptly comply with all
applicable laws, statutes, ordinances, rules, orders, regulations, and
requirements Federal, State, County, Municipal or other lawful authority
pertaining to the use and occupancy of the premises, and the operation of
LESSEE'S business therein and thereon. LESSOR warrants and represents that the
premises and proposed purpose is legal under all codes, regulations and laws.
22. Eminent Domain: If all of the premises are taken under the power of
eminent domain or conveyed under threat of condemnation proceedings, or if only
a part of the premises is taken and the remainder is determined by LESSEE to be
inadequate or unsatisfactory for LESSEE'S purposes as described in this Lease,
which determination shall not be arbitrarily or capriciously made, then in
either event, this Lease shall terminate effective as of the date LESSEE is
required to give up the right to occupy or use any part of the premises. In the
event LESSEE shall so determine that the remainder of the premises is inadequate
or unsatisfactory for its purposes, and LESSOR feels that such determination is
arbitrary or capricious, then upon ten (10) days written notice by LESSOR to
LESSEE, this matter shall be submitted to arbitration as hereinafter provided
for reduction of rental, in such event LESSEE'S obligation to pay rental shall
abate during the period of such arbitration. The termination of this Lease as
above provided shall not operate to deprive LESSEE of the right to make claim
against the condemning authority for any damage suffered by LESSEE, but LESSEE
shall have no right to make any claim against LESSOR because of such
condemnation or termination. If this Lease is not terminated as provided,
LESSOR and LESSEE shall agree upon an equitable reduction of the rental. If the
parties fail to agree upon such reduction, LESSOR and LESSEE shall choose three
arbitrators. The decision of any two of the arbitrators as to the rental
reduction, if any, shall be binding on LESSEE and LESSOR, and any expense of the
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arbitration shall be divided equally between LESSEE and LESSOR. The rental
amount agreed to or decided by arbitration shall be paid by LESSEE for any
period of abatement and thereafter pursuant to the terms of this Lease. PLUS
ADDENDUM 'C'.
23. Attorneys' Fees and Court Costs: If suit is brought to enforce any
covenant of this Lease, or for the breach of any covenant or condition herein
contained, the parties hereto agree that the losing party shall pay to the
prevailing party a reasonable attorneys' fee and all court costs.
24. Default and Late Charge: Time is of the essence in the performance of
this Agreement and in the payment of each and every installment of rent, and
other charges covenanted herein to be paid. In the event LESSEE abandons, or
vacates the premises, or fails to pay when due any installment of rent, or other
charges, or in the event LESSEE shall fail to perform any of the other
covenants, terms or conditions of this Lease to be performed by LESSEE'S, and
upon the LESSEE'S failure to cure said default within fifteen (15) days after
written notice from LESSOR, which specifies the particular default complained
of, LESSOR may, but shall have no obligation to LESSEE so to do:
(a) pay any such charges, effect such insurance or make such repairs
and the amounts so paid or expended therefore shall thereupon become
immediately due and payable from LESSEE to LESSOR as rent; or
(b) seek payment of the unpaid rent or payment of other charges due
under this Lease as the same become due; or
(c) terminate this Lease whereupon it shall be lawful for LESSOR to
reenter, repossess or enjoy the premises of LESSOR'S former estate and
interest therein, including such pertinent property created or added to
such premises, or sublet the premises to third parties and apply the rent
in partial or complete satisfaction to the obligation of LESSEE, without
causing a termination of this Lease.
(d) in the event of a default in any payment hereuner, to accelerate
and declare the entire balance owing under the Lease Agreement to be
immediately due and owing.
These rights and remedies are not to the exclusion of any other legal or
equitable rights and remedies available to LESSOR against LESSEE. LESSOR shall
be entitled to receive as late charge for any monthly payment more than ten (15)
days late hereunder, five (5%) percent of said monthly payment amount. Failure
to pay any such late charge shall constitute a default under this Lease
Agreement. No waiver of any breach of any covenant, term or condition herein
shall be construed to be a waiver of any succeeding or any future breach of the
same, or any other covenant, term or condition of this Lease.
25. Bankruptcy: If LESSEE shall become insolvent, make an assignment for
the benefit of creditors, or if bankruptcy proceedings shall be begun by or
against LESSEE,
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before the end of the said term, LESSOR is hereby irrevocably authorized at its
option, to cancel this lease, as for a default. LESSOR may elect to accept the
rent from such receiver, trustee, or other judicial officer during the term of
their occupancy in their fiduciary capacity without affecting LESSOR'S rights as
contained in this Agreement, but no receiver, trustee or other judicial officer
shall ever have any right, title or interest in or to the above described
property by virtue of this Agreement.
26. Quiet Enjoyment: LESSEE, upon paying the rent and other charges and
performing the covenants and agreements of this Lease, shall quietly have, hold
and enjoy the premises, and all rights granted LESSEE in this Lease during the
terms hereof and any extensions thereto, if any. PLUS ADDENDUM "D".
27. Indemnity and Hold Harmless: LESSEE agrees to indemnify and hold
harmless LESSOR from any and all loss, injury, damage, expense (including, but
not limited to, attorneys' fees), demands, claims, actions or causes of actions
arising directly or indirectly from any negligence of LESSEE or its agents, or
employees, or invitees, or from the failure of LESSEE to comply with the terms
of this Lease or any renewal or extension thereof. Also LESSOR holds LESSEE
harmless if any of the above stated actions are not the result of LESSEE'S
negligence.
28. Surrender: At the termination of this Lease, LESSEE shall surrender
possession of the leased premises to LESSOR.
29. Notices: Any notices required or permitted hereunder shall be in
writing and delivered either in person to the other party, the other's
authorized agent, or by United States Mail, postage prepaid, or by United States
Certified Mail, Return Receipt Requested, Postage fully prepaid, to the
addresses set forth below, or at such other address as designated by either
party in writing or through facsimile machine under dually authorized
signatures.
LESSOR: LITTLE BROWNIE PROPERTIES, INC. 1350 SHEELER RD APOPKA, FL 32703
FAX # 407/886/2382
LESSEE JEVIC TRANSPORTATION INC. ATT: BRIAN J. FITZPATRICK C.F.O. 600 CREEK
RD DELANCO N.J. 08075 FAX # 609/764/7237
30. Successors and Assigns: The terms, conditions and covenants of this
Lease shall be binding upon, and shall inure to the benefit of each of the
parties hereto, their heirs, personal representatives, successors and assigns,
and shall run with the land.
31. Amendments: No waivers, alterations or modifications of this Lease or
any agreement in connection therewith, shall be valid unless in writing duly
executed by both LESSOR and LESSEE.
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32. Merger: This Lease and the Addedum A, B, C and D constitutes the sole
and only Agreement of the parties hereto and supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the demised premises, and contains all the covenants, agreements and other
obligations between the parties with respect to said premises.
33. Severability Clause: If any part of this Agreement including Addendum
A, B, C and D is declared invalid, such decision shall not affect the validity
of any remaining portion, which remaining portion shall remain in force and
effect as if this Agreement had been executed with the invalid portion thereof
eliminated. It is hereby declared the intention of the parties that they would
have executed the remaining portion of this Agreement without including any such
part, parts, or portions which may, for any reason, be hereafter declared
invalid.
THIS LEASE AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENTS.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this day and year first above written.
Signed, sealed and delivered in our presence:
/s/ /s/
________________________________ _____________________________________
CORPORATE SECRETARY LESSOR LITTLE BROWNIE PROPERTIES INC.
/s/
_____________________________________
SIGNERS NAME
/s/ Karen Muhlschlegel /s/ Brian J. Fitzpatrick
________________________________ _____________________________________
CORPORATE SECRETARY LESSEE JEVIC TRANSPORTATION INC
Brian Fitzpatrick
_____________________________________
SIGNERS NAME
ADDENDUM "A"
LANDLORDS LIEN WAIVER
LESSOR further agrees to execute any landlords lien waiver with respect to
any personal property which TENANT may place within the premises which is
required of LESSEE by any financing institution or insurance company providing
financing to LESSEE.
ADDENDUM "B"
The following construction projects will be handled and prepaid by JEVIC
TRANSPORTATION INC. Once the below improvements have been authorized and
contracted for, the LESSEE will have the right to enter the premises at
3934 THURMOND RD on May 1, 1996.
o All building exteriors to be painted
o Paving repairs sufficient to render the yard useable
o Chain link fence to be added and or repaired such that property will
be secured.
o Dock levelers to be repaired or replaced so that all are functional
(Initial estimate is 45 requiring replacement)
o Roof repair or recoating
The estimated cost for the above projects will not exceed $110,000 which
will be credited against the monthly rental payments in thirty-six 36
equal amounts of $3055. Based rent of $15,200 less $3055 = Net rent of
$12,145, as reflected on page one of this lease.
JEVIC shall have the right to commence projects upon execution
of this lease.
Notice of commencement will be filed with Clayton County.
All work will be authorized in advance and mutually approved by Little
Brownie Properties Inc. and lessee.
Work done on the interior office will be done at the Lessee's sole
discretion and expense.
ADDENDUM C
ENVIRONMENTAL RERPESENTATIONS, WARRANTIES AND
INDEMNIFICATION:
A. Lessor hereby indemnifies and holds Lessee harmless from any
and all inability or obligation relating to any actual or alleged, known
or unknown, release, spill, leak, disposal, pumping, pouring, emitting,
emptying, injection, leaching, dumping, escape, discharge or other
presence of Hazardous Substances (hereinafter defined), and any
contamination arising therefrom on, in or under, or originating from,
the premises which occurred or ???? on or before the commencement date
of the term of this Lease, and/or is continuing as of such date
(collectively, "Discharge and/or Contamination"), including without
limitation any such Discharge and/or Contamination arising from any task
currently or heretofore located at, on, under or within the premises (the
"Tanks").
For purposes of this Agreement, the term "Hazardous Substances"
shall mean hazardous substances or hazardous wastes as defined in the
United States Comprehensive Environmental Response Compensation
Liability Act, as amended, any hazardous materials defined under the
United States Hazardous Materials Transportation Act, any hazardous
wastes as defined under the United States Resource Conversation and
Recovery Act, any toxic substance as defined in the United States Toxic
Substances and Control Act, and as the term hazardous substances,
hazardous wastes, hazardous materials, toxic substances, pollutants or
contaminants are defined under corresponding State or local laws,
ordinances and regulations and including without limitation, petroleum
products and radioactive materials.
B. Lessor hereby represents and warrants to the Lessee that:
(1) The Tanks have been and are in compliance with all
applicable Federal, State and local statutes, ordinances, regulations,
orders and requirements regulating storage tanks (and any Hazardous
Substances contained therein) and are not subject to any Federal, State
or local governmental investigation.
C. Lessor hereby acknowledges and agrees that the Tanks shall
not be considered part of the premises and the Lessee shall have no duty
directly or indirectly, with respect to such Tanks (including without
limitation any duty to maintain, repair, replace or upgrade such
Tanks); Lessor shall be solely responsible for compliance with all
applicable Federal, State and local statutes, ordinances, regulations,
orders and requirements regulating the Tanks (and any Hazardous
Substances contained therein) and shall indemnify and hold Lessee
harmless from any and all liability or obligation arising from Lessor's
failure to do so.
ADDENDUM D
NON-DISTURBANCE PROVISION
In the event there is a mortgage encumbering the premises now or
at any time in the future, Lessor shall deliver to Lessee (within ten
days of the execution of this Lease Agreement in the event there is
currently a mortgage on the premises or within ten days after the
placement of any new mortgage on the premises) a nondisturbance
agreement in form reasonably satisfactory to Lessee providing that in
the event any such mortgagee forecloses or exercises any other rights to
possession or control of the premises pursuant to said mortgage,
Lessee's rights under this Lease Agreement shall not be disturbed or
interrupted so long as Lessee is not in default under this Lease
(subject to applicable notice and cure periods). Such obligation shall be
binding upon any successor or assignee of any such mortgagee.
EXHIBIT "A"
[The Exhibit is a plot plan of the site where the leased premises are located.]