ClubStead Master Lease
I. WHEREAS Las Portadas, ("O") the initial owner of the proprietary community known as
________________________________________________________________, is engaged, as an associate of the ClubStead community, in the business of developing, maintaining and promoting the growth of human environments conducive to the fullest enjoyment of community living, and of marketing such environments by leasing to its members exclusive sites through the occupancy of which they can obtain full access to and enjoyment of same, and
WHEREAS PARTY ("P"), _______________________________________________________________________, as lessee, desires membership in the community of ClubStead for the purpose of residing and/or engaging in business there,
NOW THEREFORE O, for the consideration set forth below, conveys in perpetuity to P, his heirs and assigns, subject only to the terms and conditions of this agreement, full membership in the community of ClubStead, which membership conveys exclusive occupancy of a space, which in this case shall be that space, or a space of equivalent character and utility, known as
II. O FURTHER COVENANTS AND PROMISES:
- A. To guarantee P quiet possession of the space reserved for his exclusive use and, subject only to the terms and conditions of this agreement, freedom to make full and undisturbed use of that space, and, for the consideration set forth below, proportionate use and access with other members to the following public portions and facilities of ClubStead:
- O promises not to impose within ClubStead any tax on the person or property of P or of anyone else in ClubStead, nor to collaborate with any state or other foreign government that wishes to impose any tax or regulation on any resident of Clubstead who is not a citizen of said state nor under its flag. The word "tax" shall be understood to mean any imposition of any levy, fine, or assessment, other than as provided for by the terms of this or other agreements into which all parties have voluntarily entered.
- B. To act at all times with utmost diligence to secure the safety of persons and property in ClubStead, including specifically but not limited to the following:
- 1) Promotion of research into and wide public dissemination of information concerning:
- a. Health and safety.
- b. Available insurance coverage of all kinds.
- c. Available technologies of all kinds for the abatement of measurable nuisance effects such as noise, smoke and other particulate matter, vibration, noxious gases, odors, glare and heat, fire and explosive hazards, traffic, and waste effluent.
- d. Private means of dispute resolution.
- 2) Reimbursement, through rent remission or otherwise, of uninsured losses resulting from fire, theft, or bodily injury suffered in the public areas of ClubStead, or in the private areas when said fire, theft or attack originated outside those areas and was not caused by negligence of P or his tenants, guests or invitees. Provided, however, in the case of property loss, that P has apprised O beforehand of any unusual amounts of property in his possession and has taken reasonable precautions for its safety.
- C. To promote the systematic collection and public dissemination of marketing statistics and related data and in other ways to encourage and assist members to make informed real property use decisions.
- D. If, in the judgment of O, its own interest and those of the members in general would be served by O resuming possession of all or any portion of the leased site and allocating it to a different category of use, such as from industrial use to residential or commercial use, and if O for this reason elects to make such a real property use change, then O promises to:
- 1) Give P not less than two years written notice.
- 2) Grant P a right of first refusal, during the period of notice, to himself undertake the real property use envisioned for that site.
- 3) Offer P, at the same rent for the balance of the unexpired rental period, alternative space in ClubStead equally well situated and otherwise suited for the purpose for which P was using the space originally allocated.
- 4) Reimburse the full appraised market value of P's fixed improvements on the site, constructed prior to the time of receiving notice, or, at the election of P, to reproduce the same or comparable improvements on the new site.
- 5) Assume the full cost of moving P and his personal and business belongings from the old site to the new site or elsewhere in ClubStead.
- 6) Compensate P for any business loss due to closure or disruption during the move, except any that might have been caused by carelessness or neglect on the part of P.
- E. To conduct its business always in a manner calculated to maximize the total value, as income property, of its basic productive capital consisting of the site, and of ClubStead.
- F. To have in effect at all times adequate insurance or reserves specifically to compensate P for any loss or inconvenience that P might suffer as a result of O violating any of the terms of this agreement.
- G. To provide one resident property/ loss prevention manager aboard each structure or property exceeding 10 residents, who shall be required to distribute the rent proceeds set forth below in the following order of calculation:
- 1) Initial payment shall go the financiers of direct purchase and/or direct renovation of the structure/property according to the payment schedule authorized by O.
- 2) Reimbursement for all remaining obligations and liability payments shall be disbursed to P for losses or damages for which O and/or the manager is responsible as outlined above.
- 3) Ten percent of the rental proceeds shall be disbursed to O or its successors or assigns. If payment and reimbursement from 1 and 2 exceeds ninety percent, O shall receive all of the remaining funds.
- 4) Compensation shall then be disbursed to any salaried or contracted management/ loss prevention staff or other equipment and expenses required for compliance with this contract and coordinated operation and maintenance of the structure or property, and
- 5) The manager of the structure/property will be entitled to full compensation with the remaining funds, if any, but will not receive immunities, special privileges, or reduced prices for goods and services connected with the structure/ property or its operation. For each structure or property not exceeding 10 residents, such remaining proceeds shall be disbursed to O.
III. P COVENANTS AND PROMISES TO O:
- A. To pay the annual ground rent of the leasehold, exclusive of improvements thereon, to O or its successors or assigns, in equal amounts on or before the first of January and July of each year.
- B. To exercise due diligence to avoid endangering the health, safety and property of others, this and the following covenants C, D, F, G, H, I and J to run to the benefit of the present and future members of ClubStead, their tenants, guests and invitees.
- C. To exercise due diligence to avoid causing any public nuisance, including observing the highest performance standards when processing materials or disposing of wastes.
- D. To carry liability insurance against any loss or injury he or his tenants, guests or invitees might cause others in ClubStead.
- E. To insure against loss of his own life, property or earning capacity due to fire, sickness, accidental injury or acts of God, including natural disasters and the effects of war.
- F. To insure against loss or injury to others specifically resulting from P's violation of any part of this agreement, including especially but not limited to Paragraph III.B.
- G. To purchase insurance in conformance with this agreement only from firms carrying the highest certification by a reputable consumer rating service, and in all such policies to name O as co-insured.
- H. To refrain absolutely from engaging in collusion in restraint of trade in ClubStead or aiding or abetting persons or organizations so engaged.
- I. To seek every means of avoiding the use or threat of physical force against any person, for whatever reason, in ClubStead.
- J. To be responsible at all times for the actions of his tenants, guests or invitees as if those actions were his own.
IV. O AND P FURTHER MUTUALLY AGREE:
- A. That this leasehold shall be P's property to sell, sublet, encumber or otherwise deal with as he sees fit, subject only to the terms and conditions of this agreement. If this leasehold is to be transferred to a third party or parties, then this original agreement shall be returned to O or its successors or assigns, with the transfer endorsed thereon by a representative from both parties. All transfers shall be archived. In the event P rents or sublets any or all of his space, his agreement(s) with his guests or tenants must agree with and in no way be inconsistent with any of the provisions of this agreement.
- B. That the starting annual rent for the site herein leased and access to the specified public portions shall be equal to _______ gold grams per annum, and that this rent shall be revised every five years by multiplying the then market rental value of the site by 75%, less a reduction of up to 10% for P as a preferred tenant, and adding the square root of the then market value of the site in gold grams multiplied by 25%. Market value for this purpose shall be appraised by three disinterested parties selected as follows: O and P each choosing one of three persons named by the other and the third to be selected by these two. O and P shall then each submit to this panel of three their independent appraisals of the market value of the site for highest and best use together with supporting evidence, and it shall be the duty of the panel to study the appraisals submitted and choose one or the other, as it stands, without modification.
- O will make its leasing records freely available to assist the appraisal process.
- Should P fail to select an appraiser within 30 days after O has submitted three names to him, then O may name an appraiser for him from among the names submitted. Should either party fail to submit an appraisal, then that of the other shall obtain.
- C. That P shall pay his fraction of costs for elective goods and services - including security and infrastructural development, operation, and maintenance - wherever said costs and allotments can be quantified. These costs shall be calculated based on use. P shall not be required to pay for goods and offered services that P does not use, and shall be afforded an opportunity to opt out of goods and services offered by O in which he does not wish to partake - wherever possible, and wherever such would not adversely affect the value of the property.
- The manager will assure that all financial records for services offered on the structure or property are open and available for any member to inspect, and will submit them quarterly to an outside auditor.
- D. That if rent payments fall into arrears for ten days, P will incur a late penalty of ten percent of the balance due, and that after 30 days of arrears O may, upon 24 hours written notice, terminate this lease and resume possession.
- In the event of such termination, O shall return any rental balance pro-rated to the date of the written notice. Compensation for P's fixed improvements on the site shall be established by determining the value of such improvements in the manner set out in Paragraph IV.B, above, and deducting any rent past due and/or aforementioned penalties.
- E. That this agreement may be modified or terminated at any time by mutual consent, or that it may be terminated by either party, alone, upon appropriate notification as follows:
- P may at his discretion terminate this agreement and quit the leasehold without any further liability for rent, under any of the following circumstances:
- a. Upon six months written notice, in which case the removal or sale of any improvements shall be P's responsibility.
- b. Upon 20 days written notice following the violation or neglect by O of any of the terms of this agreement, and especially the commission of any act or threat of violence upon P, his tenants, guests or invitees, by O or its appointed agents, or their entry on the premises without express permission by P, or the imposition of any tax upon the person or property of P, his tenants, guests or invitees. In the event of such termination, O shall
- 1) Return any rents paid ahead by P, pro-rated to the date of the complaint, and shall compensate P for the value of his site improvements, such value to be ascertained in the manner set out in Section IV.B, above.
- 2) At its own cost safely transport P and anyone else residing at the time on P's premises, together with their personal belongings, to any place of their choosing. If the cost of transportation to said place exceeds that of transportation to P's point of origin before coming to ClubStead, P shall pay the excess.
- O may, at its discretion, resume possession of the leasehold under any of the following circumstances:
- a. Upon 24-hours written notice following P's failure to pay rent in full for a period of 30 days after it has become due and payable. In that event, the compensation for P's fixed improvements shall be established in the manner set out in Section IV.B, above, and shall be paid to P by P's successor, if such there be within a year, and otherwise by O, less any rent past due and/or aforementioned late penalties.
- b. Upon fulfillment of all the conditions set out in Section II.D, above, when in the judgment of O its interests and those of the residents of ClubStead generally would best be served by O resuming possession of the leasehold and disposing it to a different category of real property use.
- c. At the end of any negotiated rental period following prior written notice of not less than one year, in the event of complaints by other residents of disturbances of the peace. Provided, however, that if in that period no further complaints are received, the notice shall have no effect. If said complaints continue, O may, upon 24 hours written notice, terminate this lease and resume possession. Any eviction, or stay of eviction, may be appealed as below, except where life or property would be clearly endangered by postponement, in which case such appeal may follow.
- F. That any dispute with any person in ClubStead that cannot be resolved informally by the parties to it, including any dispute that might arise over the terms of this lease or the performance of either party to it, shall be settled by a mediator or, failing that, a neutral arbitrator in accordance with Article V. of Part B. of Las Portadas. The parties agree to be bound by the decisions of the arbitrator.
(Name, signature, date, and left thumbprint of P or official representative of same)
(Name, signature, date, and left thumbprint of O or official representative of same)
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