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EXHIBIT 10.18
TEXAS ASSOCIATION OF REALTORS
COMMERCIAL LEASE
This lease agreement is made and entered into by and between Xxx Xxxxx
d/b/a Xxxxx Properties (Landlord) and Eagle Geophysical/Seitel Geophysical
(Tenant). Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord that certain property with the improvements thereon, containing
approximately 7500 square feet, hereinafter called the "leased premises", known
as, 0000 X.X. 00, Xxxxxxxxx, Xxxxx (Address), Lot ___________________, Block
_________________ Addition, City of _________________________________, Fort
Bend County, Texas; or as more particularly described Wow or on attached
exhibit:
1 Acre tract of land out of the southwest corner of a 13.937 acre
tract in the Xxxx Xxxxx Survey, Abstract 701, out of the H. & T. C.
X.X. Xxxxxx Xxxxxxx 0, Xxxx Xxxx Xxxxxx, Xxxxx.
The primary term of this lease shall be 12 months commencing on the 15
day of April, 1994 and ending on the 14 day of April, 1995, upon the following
terms, conditions, and covenants:
1. TAXES. Each year during the term of this lease, Landlord shall pay
real estate taxes assessed against the leased premises in an amount
equal to the total real estate taxes assessed against the leased
premises in the base year. Each year during the term of this lease,
Tenant shall pay as additional rental, upon receipt of a statement
from Landlord together with tax statements or other verification from
the proper taxing authority, his pro rata share of any increase in
real estate taxes over the base year on the property of which the
leased premises is a part. Any increase in real estate taxes for a
fractional year shall be prorated. The base year shall be 93.
2. UTILITIES. Tenant shall pay all charges for utility services to the
leased premises except for _______________ which shall be paid by the
Landlord.
3. HOLDING OVER. Failure of Tenant to surrender the leased premises at
the expiration of the lease constitutes a holding over which shall be
construed as a tenancy from month to month at a rental of $1,625.00
per month.
4. RENT. Tenant agrees to and shall pay Landlord at P.O. Box 1187, County
of Fort Bend, Texas, or at such other place landlord shall designate
from time to time in writing, as rent for the leased premises, the
total sum of $19,500.00, payable without demand in equal monthly
payments of $1,625.00, each in advance on or before the 15th day of
each month, commencing on April 15, 1994, and continuing thereafter
until the total sum shall be paid. Adjustment to the rent, if any, for
rent escalators, for percentage of net
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rent, or for increases in building operation costs (including but not
limited to insurance, custodial services, maintenance and utilities)
shall be as set forth in an attached addendum. Rent received after the
first day of the month shall be deemed delinquent. If rent is not
received by Landlord by the ____________ of each month, Tenant shall
pay a late charge of $_____ plus a penalty of $20.00 per day until
rent is received in full. Tenant shall pay $25.00 for each returned
check.
5. USE. Tenant shall use the leased premises for the following purpose
and no other: Home base for Geophysical crew.
6. SECURITY DEPOSIT. Tenant shall pay to Landlord a security deposit in
the sum of $1,625.00, payable on or before the commencement of this
lease for Tenant's faithful performance hereunder. Refund thereof
shall be made upon performance of this lease agreement by Tenant,
minus any assessments or damages unless Landlord and Tenant provide
otherwise in Special Provisions.
7. INSURANCE. Landlord shall pay for fire and extended coverage insurance
on the buildings and other improvements on the leased premises in an
amount not less than $75,000.00, which amount shall be increased
yearly in proportion to the increase in market value of the premises.
If Landlord provides any insurance herein, Tenant shall pay to
Landlord, during the term hereof, the amount of any increase in
premiums for the insurance required over and above such premiums paid
during the first year of this lease. Tenant shall provide public
liability and property damage insurance for its business operations on
the leased premises in the amount of $300,000/500,000 which policy
shall cover the Landlord as well as the Tenant. Said insurance
policies required to be provided by Tenant herein shall name Landlord
as an insured and shall be issued by an insurance company approved by
Landlord. Tenant shall provide Landlord with certificates of insurance
evidencing the coverage required herein. Tenant shall be solely
responsible for fire and casualty insurance on Tenant's property on or
about the leased premises. If Tenant does not maintain such insurance
in full force and effect, Landlord may notify Tenant of such failure
and if Tenant does not deliver to Landlord within 15 days after such
notice certification showing all such insurance to be in full force
and effect, Landlord may at his option, take out the necessary
insurance to comply with the provision hereof and pay the premiums on
the items specified in such notice, and Tenant covenants thereupon on
demand to reimburse and pay Landlord any amount so paid or expended in
the payment of the insurance premiums required hereby and specified in
the notice, with interest thereon at the rate of 12 percent per annum
from the date of such payment by Landlord until repaid by Tenant.
8. CONDITION OF PREMISES. Tenant has examined and accepts the leased
premises in its present as is condition as suitable for the purposes
for which the same are leased, and does hereby accept the leased
premises regardless of reasonable deterioration between the date of
this lease and the date Tenant begins occupying the leased premises
unless
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Landlord and Tenant agree to repairs or refurbishment as noted in
Special Provisions.
9. MAINTENANCE AND REPAIRS. Landlord shall keep the foundation, the
exterior walls (except glass; windows; doors; door closure devices;
window and door frames, molding, locks, and hardware; and interior
painting or other treatment of exterior walls), and the roof of the
leased premises in good repair except that Landlord shall not be
required to make any repairs occasioned by the act or negligence of
Tenant, its employees, subtenants, licensees and concessionaires.
Tenant is responsible for maintenance of the common area and common
area equipment. If Landlord is responsible for any such repair and
maintenance, Tenant agrees to give Landlord written notice of needed
repairs. Landlord shall make such repairs within a reasonable time.
Tenant shall notify Landlord immediately of any emergency repairs.
Tenant shall keep the leased premises in good, clean condition and
shall at its sole cost and expense, make all needed repairs and
replacements, including replacement of cracked or broken glass, except
for repairs and replacements required to be made by Landlord under
this section. If any repairs required to be made by Tenant hereunder
are not made within ten (10) days after written notice delivered to
Tenant by Landlord, Landlord may at its option make such repairs
without liability to Tenant for any loss or damage which may result by
reason of such repairs, and Tenant shall pay to Landlord upon demand
as additional rent hereunder the cost of such repairs plus interest.
At the termination of this lease, Tenant shall deliver the leased
premises in good order and condition, normal wear and tear excepted.
10. ALTERATIONS. All alterations, additions and improvements, except trade
fixtures, installed at expense of Tenant, shall become the property of
Landlord and shall remain upon and be surrendered with the leased
premises as a part thereof on the termination of this lease. Such
alterations, additions, and improvements may only be made with the
prior written consent of Landlord, which consent shall not be
unreasonably withheld. If consent is granted for the making of
improvements or alterations to the leased premises, such improvements
and alterations shall not commence until Tenant has furnished to
Landlord a certificate of insurance showing coverage in an amount
satisfactory to Landlord protecting Landlord from liability for injury
to any person and damage to any personal property, on or off the
leased premises, in connection with the making of such improvements or
alterations. No cooling tower, equipment, or structure of any kind
shall be placed on the roof or elsewhere on the leased premises by
Tenant without prior written permission of Landlord. If such
permission is granted, such work or installation shall be done at
Tenant's expense and in such a manner that the roof shall not be
damaged thereby. If it becomes necessary to remove such cooling tower,
equipment or structure temporarily, so that repairs to the roof can be
made, Tenant shall promptly remove and reinstall the cooling tower,
equipment or structure at Tenant's expense and repair at Tenant's
expense any damage resulting from such removal or reinstallation. Upon
termination of this lease, Tenant shall remove or cause to be removed
from the roof any such cooling tower, equipment or structure if
directed to do so by Landlord. Tenant shall promptly repair at its
expense any damages resulting from such removal.
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At the termination of this lease, Tenant shall deliver the leased
premises in good order and condition, natural deterioration only
excepted. Any damage caused by the installation or removal of trade
fixtures shall be repaired at Tenant's expense prior to the expiration
of the lease term. All alterations, improvements, additions, and
repairs made by Tenant shall be made in good and workmanlike manner.
11. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant shall, at its own
expense, comply with all laws, orders, and requirements of all
governmental entities with reference to the use and occupancy of the
leased premises. Tenant and Tenant's agents, employees and invitees
shall fully comply with any rules and regulations governing the use of
the buildings or other improvements to the leased premises as required
by Landlord. Landlord may make reasonable changes in such rules and
regulations from time to time as deemed advisable for the safety, care
and cleanliness of the leased premises, provided same are in writing
and are not in conflict with this lease.
12. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease nor
sublet the leased premises or any interest therein without first
obtaining the written consent of Landlord. An assignment or subletting
without the written consent of Landlord shall be void and shall, at
the option of Landlord, terminate this lease.
13. DESTRUCTION. In the event the leased premises is partially damaged or
destroyed or rendered partially unfit for occupancy by fire or other
casualty, Tenant shall give immediate notice to Landlord. Landlord may
repair the damage and restore the leased premises to substantially the
same condition as immediately prior to the occurrence of the casualty.
Such repairs shall be made at Landlord's expense unless due to
Tenant's negligence. Landlord shall allow Tenant a fair reduction of
rent during the time the leased premises are partially unfit for
occupancy. If the leased premises are totally destroyed or deemed by
the Landlord to be rendered unfit for occupancy by fire or other
casualty, of if Landlord shall decide not to repair or rebuild, this
lease shall terminate and the rent shall be paid to the time of such
casualty.
14. TENANT DEFAULT. If Tenant abandons the premises or otherwise defaults
in the performance of any obligations or covenants herein, Landlord
may enforce the performance of this lease in any manner provided by
law. This lease may be terminated at Landlord's discretion if such
abandonment or default continues for a period of 10 days after
Landlord notifies Tenant of such abandonment or default and of
Landlord's intention to declare this lease terminated. Such notice
shall be sent by Landlord to Tenant at the leased premises by
certified mail or otherwise. If Tenant has not completely removed or
cured default within the 10-day period, this lease shall terminate.
Thereafter, Landlord or its agents shall have the right, without
further notice or demand, to enter the leased premises and remove all
persons and property without being deemed guilty of trespass and
without waiving any other remedies for arrears of rent or breach of
covenant. Upon abandonment or default by the Tenant, the remaining
unpaid portion of the rental from paragraph 4 herein, shall become due
and payable.
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15. LIEN. Landlord is granted an express contractual lien, in addition to
any lien provided by law, and a security interest in all property of
Tenant found on the leased premises to secure the compliance by Tenant
with all terms of this lease. In the event of default, Landlord or
its agents may peaceably enter the leased premises and remove all
property and dispose of same as Landlord shall see it fit.
16. SUBORDINATION. Landlord is hereby irrevocably vested with full power
and authority to subordinate this lease to any mortgage, deed of
Trust, or other lien hereafter placed on the demised premises and
Tenant agrees on demand to execute such further instruments
subordinating this lease as Landlord may request, provided such
subordination shall be on the express condition that this lease shall
be recognized by the mortgagee, and the rights of Tenant shall remain
in full force and effect during the term of this lease so long as
Tenant shall continue to perform all of the covenants and conditions
of this lease.
17. INDEMNITY. Landlord and its employees and agents shall not be liable
to Tenant or to Tenant's employees, patrons, visitors, invitees, or
any other persons for any injury to any such persons or for damage to
personal property caused by an act, omission, or neglect of Tenant or
Tenant's agents or of any other tenant of the premises of which the
leased premises is a part. Tenant agrees to indemnify and hold
Landlord and its employees and agents harmless from any and an claims
for such injury and damages, whether the injury occurs on or off the
leased premises.
18. SIGNS. Tenant shall not post or paint any signs at, on, or about the
leased premises or paint the exterior walls of the building except
with the prior written consent of the Landlord. Landlord shall have
the right to remove any sign or signs in order to maintain the leased
premises or to make any repairs or alterations thereto.
19. TENANT BANKRUPTCY. If Tenant becomes bankrupt or makes voluntary
assignment for the benefit of creditors or if a receiver is appointed
for Tenant, Landlord may terminate this lease by giving five (5) days
written notice to Tenant of Landlord's intention to do so.
20. CONDEMNATION. If the whole or any substantial part of the leased
premises is taken for any public or quasi-public use under any
governmental law, ordinance or regulation or by right of eminent
domain or should the leased premises be sold to a condemning authority
under threat of condemnation, this lease shall terminate and the rent
shall be abated during the unexpired portion of the lease effective
from the date of the physical taking of the leased premises.
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21. BROKER'S FEE. Xxxxxx Xxxxx, Broker and Xxx Xxxxxxx, Co-Broker, as Real
Estate Broker (the Broker), has negotiated this lease and Landlord
agrees to pay Broker in Fort Bend County, Texas, upon commencement of
this lease, a negotiated fee of $______________ or 6% of the total
rental provided for in this lease to be divided as follows: Xxxxxx
Xxxxx 2%, Mellon Real Estate 2%, Xxx Xxxxxxx 2%. In the event this
lease is extended, expanded or renewed, Landlord agrees to pay Broker
an additional negotiated fee of $_______________ or 6% of the total
rental for such extension, expansion or renewal period, payable at the
time of commencement of such extension, expansion or renewal, said fee
to be divided as follows: Xxxxx 2%, Mellon 2%, Xxxxxxx 2%. Tenant
warrants that it has had no dealings with any real estate broker or
agents in connection with the negotiation of this lease excepting only
Xxxxx, Mellon and Xxxxxxx and it knows of no other real estate broker
or agent who is entitled to a commission in connection with this
Lease. If Tenant during the term of this Lease, or any extension,
expansion or renewal period thereof, or within days of the expiration
of this Lease, or any extension, expansion or renewal period thereof,
or within 90 days of the expiration of this Lease, or any extension,
expansion or renewal period thereof, purchases the property herein
leased, Landlord agrees to pay Broker, Xxxxx, Mellon & Xxxxxxx, in
Fort Bend County, Texas, a negotiated fee of $___________ or _____% of
the sales price upon closing of the sale of this property.
22. NOTICES. Notices to Tenant shall be by certified mail or other
delivery to the leased premises. Notices to Landlord shall be by
certified mail to the place where rent is payable.
23. DEFAULT BY LANDLORD. In the event of breach by Landlord of any
covenant, warranty, term or obligation of this lease, then Landlord's
failure to cure same or commence a good faith effort to cure same
within 10 days after written notice thereof by Tenant shall be
considered a default and shall entitle Tenant either to terminate this
lease or cure the default and make the necessary repairs and any
expense incurred by Tenant shall be reimbursed by the Landlord after
reasonable notice of the repairs and expenses incurred. If any
utility services furnished by Landlord are interrupted and continue to
be interrupted despite the good faith efforts of Landlord to remedy
same, Landlord shall not be liable in any respect for damages to the
person or property of Tenant or Tenant's employees, agents, or guests,
and same shall not be construed as grounds for constructive eviction
or abatement of rent Landlord shall use reasonable diligence to repair
and remedy such interruption promptly.
24. SIGNS. During the last 30 days of this lease, a "For Sale" sign and/or
a "For Lease" sign may be displayed on the leased premises and the
leased premises may be shown at reasonable times to prospective
purchasers or tenants.
25. RIGHT OF ENTRY. Landlord shall have the right during normal business
hours to enter the demised premises; (a) to inspect the general
condition and state of repair thereof, (b) to make repairs required or
permitted under this lease, or (c) for any other reasonable purpose.
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26. WAIVER OF BREACH. The waiver by Landlord of any breach of any
provision of this lease shall not constitute a continuing waiver or a
waiver of any subsequent breach of the same or a different provision
of this lease.
27. TIME OF ESSENCE. Time is expressly declared to be of the essence in
this lease.
28. BINDING OF HEIRS AND ASSIGNS. Subject to the provisions of this lease
pertaining to assignment of the Tenant's interest, all provisions of
this lease shall extend to and bind, or inure to the benefit not only
of the parties to this lease but to each and every one of the heirs,
executors, representatives, successors, and assigns of Landlord or
Tenant.
29. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this lease
agreement are cumulative and the use of any one right or remedy by
either party shall not preclude or waive its right to use any or all
other remedies. Said rights and remedies are given in addition to any
other rights the parties may have by law, statute, ordinance, or
otherwise.
30. TEXAS LAW TO APPLY. This agreement shall be construed under and in
accordance with the laws of the State of Texas.
31. LEGAL CONSTRUCTION. In case any one or more of the provisions
contained in this agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision
hereof and this agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
32. PRIOR AGREEMENTS SUPERCEDED. This agreement constitutes the sole and
only agreement of the parties to this lease and supersedes any prior
understandings or written or oral agreements between the parties
respecting the subject matter of this lease.
33. AMENDMENT. No amendment, modification, or alteration of the terms
hereof shall be binding unless it is in writing, dated subsequent to
the date hereof, and duly executed by the parties.
34. ATTORNEYS FEES. Any signatory to this lease agreement who is the
prevailing party in any legal proceeding against any other signatory
brought under or with relation to this lease agreement or this
transaction shall be additionally entitled to recover court costs,
reasonable attorney fees, and all other out-of-pocket costs of
litigation, including deposition, travel and witness costs, from the
nonprevailing party.
35. SPECIAL PROVISIONS. (This section to include additional factual data
not included above.)
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(a) Landlord to grade gravel road leading into property
from Fwy feeder maintain during term of this lease.
(b) Landlord to paint and clean office area of lease
space.
(c) Although water well is equipped with a chlorinator,
Landlord does not warrant the potability of the water
fitness.
(d) See Attached Exhibit A. Special Provision.
EXECUTED this 10 day of March, 1994.
TENANT OR TENANTS LANDLORD
Eagle Geophysical/Seitel Geophysical Chase Properties
/s/ Xxx X. Xxxxxxxxx /s/ Xxx Xxxxx
REAL ESTATE BROKER REAL ESTATE BROKER
Xxxxx Real Estate Mellon Real Estate
/s/ [illegible signature] /s/ [illegible signature]
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35. SPECIAL PROVISION/EXHIBIT A
HOLD HARMLESS/HAZARDOUS SUBSTANCES
To the full extent permitted by applicable law, Lessor hereby agrees
to defend, indemnify and hold harmless Lessee and its directors, officers,
shareholders, employees, partners, attorneys and agents (collectively called
"Indemnified Parties") from and against any and all loss, costs, expense or
liability (including attorneys' fees and court costs) incurred by any
Indemnified Party in connection with or otherwise arising out of any and all
claims or proceedings (whether brought by a private party, governmental agency
or otherwise) for bodily injury, property damage, abatement, remediation,
natural resource damage, environmental damage or impairment or any other injury
or damage resulting from or relating to any hazardous substance (herein
defined) located upon, migrating into, from or through or otherwise related to
the premises (whether or not the release of such materials was caused by
Lessor, a tenant or subtenant or Lessor, a prior owner, a tenant or subtenant
of any prior owner, a prior operator, a prior generator or transporter or any
other party and whether or not the alleged liability is attributable to the
handling, storage, generation, transportation or disposal of such hazardous
substances or the mere presence of such hazardous substances at the premises)
but excluding any hazardous substance disposed of or otherwise released on, to
or under the premises during the term of this lease (whether or not the
disposal or release of such materials were caused by Lesses).
To the full extent permitted by applicable law, Lessee hereby agrees
to defend, indemnity and hold harmless Lessor form and against any and all
loss, costs, expense or liability (including attorneys' fees and court costs)
incurred by Lessor in connection with or otherwise arising out of any and all
claims or proceedings (whether brought by a private party, governmental agency
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or otherwise) for bodily injury, property damage, abatement, remediation,
natural resource damage, environmental damage or impairment or any other injury
or damage resulting from or relating to any hazardous substance (herein
defined) located upon, __________ into, from or through or otherwise placed
upon on beneath the premises during the term of this lease (whether or not the
release of such materials was caused by Lessee, and whether or not the alleged
liability is attributable to the handling, storage, generation, transportation
or disposal of such hazardous substances or the mere presence of such hazardous
substances at the premises), but excluding any hazardous substance disposed of
or otherwise released on, to, or under the premises before the term of this
lease (whether or not the disposal or release of such materials was caused by
Lessor).
Lessee specifically agrees that it will not dispose of, store,
release, or in any way locate any hazardous substance upon the leased premises
during the term of this lease or at any other time.
Lessor reserves any rights Lessor may have under applicable law to
pursue civil or criminal remedies against any employees, agents or
representatives of Lessee, or against any other persons, who took part in the
disposal or release of any hazardous substance on, to, or under the leased
premises during the term of this lease.
As used herein, the term "hazardous substances" shall mean any
hazardous or toxic substance, waste pollutant or contaminated material
including, without limitation, those substances within the scope of any
federal, state, special district, regional, county or local environmental laws,
regulations or ordinances, including the Resource Conservation and Recovery
Act, as amended, the Comprehensive Environmental Response, Compensation and
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Liability act, as amended, the Superfund Amendment and Reauthorization Act of
1986, as amended, the Federal Board of Pollution Control Act, as amended, the
Clean Air Act, as amended, and the Safe Drinking Water Act, as amended. The
provisions contained in this Article X shall survive the expiration of the term
of this Lease and shall, notwithstanding the provisions of Articles II or XV of
this lease, continue to be binding upon and enforceable against Lessor or
Lessee (depending upon when the hazardous substance was disposed of or
otherwise released on, to, or under the leased premises) notwithstanding any
subsequent assignment of Lessor's interest in or to the premises to any third
party.
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