Aquia Master Lease
WHEREAS AQUIA COMMUNITIES ("AQUIA"), owner of the proprietary community known as Aquia, is engaged 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 PERSON ("P") desires membership in the community of Aquia for the purpose of residing and/or engaging in business there,
NOW THEREFORE AQUIA, 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 Aquia, which membership conveys proportionate access with all other members to its common areas and facilities and, in addition, exclusive occupancy of a space, which in this case shall be that space, or space of equivalent character and utility, known as
reserving subterranean rights and air rights above ________ meters.
AQUIA 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 of the public portions and facilities of Aquia enjoyed in common with others. AQUIA promises not to impose or permit to be imposed within Aquia any tax on the person or property of P or of anyone else in Aquia. 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 voluntarily entered into.
B. To act at all times with utmost diligence to secure the safety of persons and property in Aquia, including specifically but not limited to the following:
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.
Reimbursement, through rent remission or otherwise, of uninsured losses resulting from fire, theft, or bodily injury suffered in the public areas of Aquia, 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 AQUIA 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 AQUIA, its own interest and those of the members in general would be served by AQUIA 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 AQUIA for this reason elects to make such a real property use change, then AQUIA promises to:
Give P not less than two years written notice.
Grant P a right of first refusal, during the period of notice, to himself undertake the real property use envisioned for that site.
Offer P, at the same rent for the balance of the unexpired rental period, alternative space in Aquia equally well situated and otherwise suited for the purpose for which P was using the space originally allocated.
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.
Assume the full cost of moving P and his personal and business belongings from the old site to the new site or elsewhere in Aquia.
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 of Aquia. 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 AQUIA violating any of the terms of this agreement.
P COVENANTS AND PROMISES TO AQUIA: A. To pay the annual ground rent of the leasehold, exclusive of improvements thereon, to AQUIA 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 Aquia, their tenants, guests and invitees.
C. To exercise due diligence to avoid causing any public nuisance, including observing reasonable 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 Aquia.
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 from a major consumer rating service, and in all such policies to name AQUIA as co-insured.
H. To refrain absolutely from engaging in collusion in restraint of trade in Aquia 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 Aquia.
J. To be responsible at all times for the actions of his tenants, guests or invitees as if those actions were his own.
AQUIA 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 and to AQUIA's approval, which shall not be unreasonably withheld. If this leasehold is to be transferred to a third party or parties, then this original agreement should be returned to AQUIA with the proposed transfer endorsed thereon. When and if the transfer is approved, a new agreement will be issued to the transferee. 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 rent for the site herein leased shall be _______ gold grams per annum, and that this rent shall be revised every five years to the then market rental value of the site, less a reduction to P as a preferred tenant of a percent determined by the number of years of residency divided by two. Market rental value for this purpose shall be appraised by three disinterested parties selected as follows: AQUIA and P each choosing one of three persons named by the other and the third to be selected by these two. AQUIA and P shall then each submit to this panel of three their independent appraisals of the rental 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.
AQUIA will make its leasing records freely available to assist the appraisal process.
Should P fail to select an appraiser within 30 days after AQUIA has submitted three names to him, then AQUIA 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 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 AQUIA may, upon 24 hours written notice, terminate this lease and resume possession.
In the event of such termination, AQUIA 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 in the manner set out in Paragraph IV.B, above.
D. 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 AQUIA 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 AQUIA 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, AQUIA 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 Aquia, P shall pay the excess.
AQUIA 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 AQUIA.
b. Upon fulfillment of all the conditions set out in Section II.D, above, when in the judgment of AQUIA its interests and those of the residents of Aquia generally would best be served by AQUIA's 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 repeated 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.
E. That any dispute with any person in Aquia 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 the rules and regulations of the American Arbitration Association. The parties agree to be bound by the decisions of the arbitrator.
(Name, signature, date, and left thumbprint of P)
(Name, signature, date, and left thumbprint of Aquia representative)