Fill and Sign the Lease Agreement City Form

Lease Agreement of Dock Facilities between City and Corporation Lease Agreement made on the _________________ (date) , between ______________ (Name of City) of a municipal corporation, organized and existing under the laws of the state of _____________, referred to herein as Lessor , and ___________________________ (Name of Corporation) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Lessee . For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Description of Premises In consideration of the rents, charges and payments reserved and of the promises expressed in this Agreement on the part of Lessee to be performed, Lessor does now lease to Lessee the premises located at ___________________________________________________ __________________________ (street address, city, county, state, zip code) , more specifically described in Exhibit A, attached to and incorporated in this Agreement by reference. Said premises are hereinafter referred to as the Premises. 2. Term The term of this Lease shall extend for a period of ______ (number) years from the effective date of this Agreement, and shall include the rights, dock privileges, easements, licenses, permits, and appurtenances attached to the Premises, subject to the right reserved in this Lease in Section 14 on the part of Lessor to terminate this Lease. 3. Rent Lessee shall pay to Lessor, as rent for the Premises, during the term of this Lease, the following amounts: A. For the period from _____________ (date) to ______________ (date) , monthly rental installments of $___________, payable in advance on the (e.g., first) _________ day of each month of such period, commencing ________________ (date) . B. In each subsequent year during the term of this Lease to and including _______________ (date) , a monthly rental of $____________. C. The amount of the rental, as re-determined in accordance with the provisions of Section 8 of this Lease, beginning ________________ (date) , and the same amount in advance on the corresponding day of each subsequent year during the term of this Lease up to and including ________________ (date) . 4. Storage Facilities Lessee will supply its storage facilities to be constructed upon the Premises by use of a fleet of (describe) ______________________________________________________ vessels. Lessor, in consideration of the undertakings of Lessee contained in this Agreement, grants to Lessee for a term co-existing with that of the within Lease covering the Premises, the right, privilege, permit and license to dock and moor vessels serving its facilities alongside the dock on the (e.g., southeast) _________________ side (e.g., Slip Number) __________________, adjacent to other lands of Lessor, in the proximity of the Premises, and as shown on Exhibit A attached to this Agreement, for the purpose of loading and unloading goods to and from the Premises. This right, privilege, permit, and license shall include the use of Lessor's portion of (e.g., Slip No. ___ ) ____________________________ and the approaches to the same, and the right of Lessee to enter upon the apron of the dock for the purpose of securing vessels for loading and unloading. 5. Availability of Dock Space A. Dock space required by Lessee shall be made available to vessels serving Lessee's facilities for purposes of loading and unloading upon (e.g., 24) ______ hours' prior notice from Lessee to Lessor, subject only to Lessor's right to grant such dock rights and privileges because of any provisions of an Agreement in writing between Lessor and (name of third party) ___________________ dated _______________ (date) . B. Once the vessels have docked for purposes of loading or unloading, the vessels shall have the continuous and uninterrupted use of the dock until the loading or unloading operations are completed. The vessels, however, shall not occupy the dock to the exclusion of other vessels seeking to use the dock with permission of Lessor for more than (e.g., 48) ______ hours for any particular loading or unloading operation. C. The permit, privilege, right, and license granted in this Lease shall also include the use by Lessee of that portion of ( e.g., Slip No. ____ ) ______________________ of ______________________ (name of third party) for the purpose of mooring and towing vessels, insofar as it is in Lessor's power to so grant, consistent with the provisions of the Agreement between Lessor and ______________________ (name of third party) . 6. Abatement for Material Impairment of Rights Any material impairment of the rights, privileges, permit, and license granted to Lessee by Sections 4 and 5 of this Agreement relating to dock availability, due to causes within Lessor's control, shall be deemed to be a material breach of this Agreement. If Lessee is denied access to the dock for a period longer than _______ (number) days due to any cause beyond Lessor's control, an equitable abatement shall be made in the land rental and dock use charged in this Lease. 7. Dock Use Charge In addition to the land rental charge provided for in Section 3 of this Lease Agreement, Lessee shall pay to Lessor for use of the dock and for use of that portion of (e.g., Slip No. ____________ ) _________________________ and for the use of adjacent land facilities required for docking, loading, and unloading vessels serving the Premises, the following amounts: A. For the period from __________________ (date) , to __________________ (date) , monthly installments of $___________, payable in advance on the (e.g., first) _____________ day of each month of the period commencing _________________ (date) . B. On the corresponding day of each subsequent year during the term of this Lease to and including ________________ (date) , monthly rent of $____________. C. The amount of the annual dock use charge, as re-determined in accordance with the provisions of Sections 8 of this Lease, beginning ________________ (date) , and the same amount in advance on the corresponding day of each subsequent year during the term of this Agreement up to and including __________________ (date) . D. For bulk cargo loaded and unloaded across the dock in excess of ______ (number) net tons in any calendar year, beginning ___________________ (date) , at the rate of ______ cents per net ton on any such excess tonnage, the same to be paid on or before ________________ (day and month) of each year for the preceding calendar year, beginning ___________________ (date) , during the term of this Lease Agreement. 8. Re-determination of Rents and Charges If Lessee shall fail to exercise its option to terminate this Lease Agreement as of ________________ (date) , pursuant to Section 14 of this Agreement, the land rental and dock use charge for that portion of the stated term beginning ________________ (date) , shall be re- determined in the following manner: A. Within a period of not more than ______ (number) days and not less than ______ (number) days prior to _______________ (date) , Lessor and Lessee through their authorized representatives shall meet for the purpose of negotiating and establishing the fair market value of the Premises exclusive of improvements placed on the Premises by Lessee, the same to be used in establishing the adjusted land rental for the portion of the stated term beginning __________________ (date) , and for the purpose of determining the change in dock construction costs in the period subsequent to the effective date of this Agreement, the same to be used in establishing the adjusted dock use charge for that portion of the stated term beginning ________________ (date) . B. If within a period of _____ (number) days after the first meeting of representatives of Lessor and Lessee, the representatives shall not agree in writing upon the fair market value of the demised Premises, exclusive of improvements placed on the Premises by Lessee, and the change in dock construction costs, the same shall be established by appraisement. C. In the event of the necessity of appraisement, Lessor and Lessee shall arbitrate this issue in accordance with Section 20 below. D. The annual land rental for the _____ (number) year-period to be paid, commencing on _______________ (date) , shall be ______% upon the fair market value of the Premises, exclusive of the improvements, as shall have been determined either by the Agreement of the parties or the result of Arbitration in accordance with Section 20 below, and the same re-determined land rental shall be paid annually, in advance, on the _______ (number) day of _____________ (month) of each year for the balance of the Lease Term. E. In re-determining the dock use charge to be paid during the period beginning _________________ (date) , the percentage factor representing the change in dock construction costs in the period between the effective date of this Lease Agreement and the redetermination of the costs in the ____________ (name of year) , shall be applied to the annual dock use charge provided in this Lease of $__________, and the resulting product added to or subtracted from $____________, as the case may be. The resulting remainder shall constitute the annual dock use charge to be paid by Lessee in advance, beginning ________________ (date) , and on the same day of each subsequent year for the remaining _____ (number) years of this Agreement. F. In re-determining the additional dock use charge based upon tonnage of cargo loaded and unloaded across the dock, the same percentage factor, representing the change in dock construction costs shall be applied to the rate per net ton provided in this Lease, as to the annual tonnage in excess of ______ (number) tons, and the resulting product shall represent the re-determined rate per net ton to be paid on the excess tonnage. The re-determined dock use charge based upon tonnage across the dock shall apply to the calendar year beginning ______________ (date) , and shall be paid on or before _________________ (date) , and on the _____ day of ____________ (month) of each succeeding year based upon the tonnage for the preceding calendar year, for the balance of the term of this Lease Agreement. 9. Agreement as to Value and Costs For the purposes of this Lease Agreement, the parties agree that the fair market value of the Premises as of ______________ (date) , is $____________, and the annual land rental is fixed at the rate of ______% of the fair market value. It is also agreed, for the purposes of this Lease Agreement, that the cost of constructing the dock in the year _______ (number) , exclusive of dredging, is $____________. 10. Construction and Maintenance of Dock Lessor shall, at its own cost and expense and without cost or expense to Lessee, complete the dock construction by __________________ (date) , in accordance with existing drawings and specifications set forth in Exhibit B, attached to and incorporated in this Agreement by reference. If such construction has not been completed by _______________ (date) , Lessee may, but is not obligated, to complete (describe type of completion such as widening) __________________________________ in accordance with such drawings and specifications and may offset the cost and expense of the same against rentals due under the terms of this Agreement. 11. Maintenance of Dock by Lessor At all times while this Lease Agreement is in force, Lessor shall maintain the dock in good condition so as to permit ____________________ (type) vessels to moor at the dock without risk or damage to the vessels. Lessee shall contribute to the cost of maintenance to the face of the dock only resulting from ordinary wear and tear in the proportion that Lessee's total tonnage loaded and unloaded across the dock bears to the total tonnage loaded and unloaded across the dock by Lessee, for the period between ___________________ (date) , and the time the maintenance work is first required and undertaken. The necessity and extent of such maintenance shall be determined jointly by representatives of Lessor and Lessee. Requests by Lessee that the maintenance be undertaken shall not be unreasonably denied by Lessor. 12. Compliance with Laws At all times during the terms of this Lease Agreement, Lessee shall obey and comply with all lawful requirements, orders, regulations, laws, rules, and ordinances of all legally constituted public authorities in any way affecting the demised Premises, the facilities and improvements on the Premises, or the use of the same, subject, however, to Lessee's right to contest their validity or effect. 13. Grant of Easements to Lessee Lessee shall have and Lessor does now grant Lessee the easements described in Exhibit C attached hereto and made a part hereof, in, upon, under, over and across other lands and property owned or controlled by Lessor to the extent as described in Exhibit C. The easements granted by Lessor to Lessee under this Section shall be for the full term of this Lease and any renewals of this Lease, without further or additional costs, charges, or payments by Lessee to Lessor. 14. Termination at Lessee’s Option Lessee may, at its option, terminate this Agreement and all its obligations under this Agreement, effective ________________ (date) , without cause, except for obligations that have accrued prior to the effective date of such cancellation pursuant to the terms of this Agreement or by reason of the violation of any of the provisions contained in this Agreement, upon Lessee's giving to Lessor at least (e.g., three months') _______________________ written notice. 15. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 16. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 17. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 18. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 19. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 20. Mandatory Arbitration Any dispute under this Agreement (pursuant to Section 8 or any other dispute), shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 21. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 22. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 23. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 24. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ____________________________ __________________________________ (Name of Municipality) (Name of Corporation) ________________________ By:_________________________ (P rinted name) _______________________ ________________________ (P rinted name & Office in Corporation) (Signature of City Officer) _______________________ (Signature of Officer) Attested By: Attested By: _________________________ _________________________ _________________________ _________________________ (Name of Office and Signature) (Name of Office and Signature) Attach Exhibits (Acknowledgments may vary by state) STATE OF _______________ COUNTY OF _______________ Personally appeared before me, the undersigned authority in and for the said county and state, on this _____ day of ________________, 20_____, within my jurisdiction, the within named _____________, who acknowledged that he is ___________________ (name of office) of _____________________ (name of municipality lessor) , a _________________ (name of state) a municipal corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ______________________ Notary Public My commission expires: Seal ___________________ STATE OF ________________ COUNTY OF _______________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ______ day of _____________, 20______, within my jurisdiction, the within named _____________, who acknowledged that he is ___________________ (name of office) of _________________________ (name of lessee corporation) , a _________________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. _____________________ Notary Public My commission expires: Seal ___________________