LEASE AGREEMENT
STATE OF GEORGIA
COUNTY OF XXXXXX
THIS LEASE, made and entered into this 1st day of March 1999 by and between
Vi-Mac, Inc., A GEORGIA CORPORATION, hereinafter referred to as Lessor, and
INDEPENDENT SOUTHERN, INC. hereinafter referred to as Lessee.
WITNESSETH:
1. Lessor hereby leases and lets unto Lessee that certain tract or parcel
of land, with all buildings, structures, improvements and equipment thereon,
situated in the County of Xxxxxx and State of Georgia, described as the Bulk
Storage Plant and Warehouse located at 000 XXXXXXXX XXXXXXXXX, XXXXXX, XXXXXXX,
00000, together with all appurtenances thereto belonging or in anywise
appertaining, and all right, title and interest of Lessor in and to any and all
roads, streets, alleys, and ways bounding said premises.
2. TERM
(a) To have and to held the same unto the Lessee for a period of one (1)
year beginning the 1st day of March, 1999 hereinafter referred to as the
"original term".
3. RENTAL
Lessee agrees to pay Lessor in advance without demand on the first day of
each month during the term of this lease the sum of TWENTY FIVE HUNDRED DOLLARS
($2500.00). As additional rent, Lessee agrees to
assume and pay when due all occupancy cost of the Leased premises including,
without limitation, real estate taxes, insurance (par.17), maintenance and
repairs (par.7).
4. TAXES
Lessor agrees to pay all ad valorem taxes on said property.
5. UTILITY BILLS
Lessee shall pay water, gas, electricity, fuel, light, heat and power bills
for leased premises, or used by Lessee in connection therewith. If Lessee does
not pay the same, Lessor may pay the same and such payments shall be added to
the rental of the premises.
6. USE OF PREMISES
Premises shall be used for the sale of petroleum products only. Any
variance of this use by Lessee must receive the written permission of the
Lessor.
7. MAINTENANCE AND REPAIR
Lessee agrees, as a part of its additional rent, to keep and maintain the
Building and all other Improvements on the Leased Premises, in as good a state
of repair as the same are turned over to it, and in a clean, safe and sanitary
condition, and agrees to make all necessary repairs, interior, exterior, and
structural, to said Building and other Improvements during the term of this
Lease; and, additionally, Lessee shall pay and hold Lessor free and harmless
from bills or assessments for light, heat, water, gas, sewer rentals or charges
and any other expenses arising out of or incidental to the occupancy of said
Leased Premises. Lessee agrees to return said premises to Lessor at the
expiration, or prior termination, of the Lease in as good condition and repair
as when first received, including removal of all vehicles, auto part, junk and
debris.
8. INDEMNITY
Lessee, for itself, its agents, servants and customers, agrees to indemnify
and save harmless the Lessor against all claims for damages to persons or
property by reason of the use of occupancy of the leased premises, and all
expenses incurred by Lessor because thereof, including attorney's fees and Court
costs. Lessor shall not be responsible for any monies paid by lessee to any
other parties for the goodwill, inventory, or any other part of the business.
9. GOVERNMENTAL ORDERS
Lessee agrees, at its own expense, to promptly comply with all rules,
ordinances, orders, regulations, and requirements of any legally constituted
public authority or department thereof having jurisdiction over the premises.
10. CONDEMNATION
If the whole of the demised premises, or such portion thereof as will make
the demised premises unusable for the operation of a petroleum bulk plant shall
be taken by or pursuant to any governmental authority or through the exercise of
the right of eminent domain, then and in either of said events the terms hereby
granted shall cease from the time when possession thereof is taken by public
authorities, and rental shall be accounted for as between Lessor and Lessee as
of that date. Any award made by such condemning authority shall be made to
Lessor only and it is agreed that Lessee shall have no rights in any such award.
The determination as to whether the taking amounts to one which would render the
premises unusable for the operation of a petroleum bulk plant shall be made
solely by Lessor.
11. LESSEE'S RIGHT TO IMPROVE PREMISES
Lessee shall not have the right to construct and erect or to cause to be
constructed any building or improvement on the premises
without the express written consent of the Lessor.
12. LESSEE'S RIGHT TO ENCUMBER PREMISES
Lessee shall have no right to assign this lease or to encumber by mortgage
or deed to secure debt the leasehold interest created hereby without the prior
written consent of the Lessor.
13. IMPROVEMENTS PART OF PREMISE
All structures, gasoline tanks, including those which may be underground
pumps, air compressors and other equipment (including those not related to the
sale of petroleum products) which may be or which heretofore have been erected,
installed or placed upon said premises shall become a permanent part of the real
estate and shall remain on the premises for the benefit of the Lessor. Any items
placed on the premises which are not to be controlled by the terms of this
paragraph shall be itemized in writing and such intent shall be recognized in
writing by both parties hereto.
14. ASSIGNMENTS
Lessee may not sell, transfer or assign this Lease or any interest
thereunder or sublet the premises in whole or in part without the prior written
consent of the Lessor. If Lessor gives the required written consent for such
sale, transfer or assignment, the sub-tenants or assignees shall without
relieving Lessee's liability.
15. DESTRUCTION OF PREMISES
If premises are totally destroyed by storm, fire, lightning, earthquake or
other casualty, this lease shall terminate as of the date of such destruction,
and rental shall be accounted for as between Lessor and Lessee as of that date.
If premises are damaged, but not wholly destroyed by any such casualties, rental
shall xxxxx in such proportion as use of premises has been destroyed, and Lessor
shall restore premises to substantially the same conditions as before damage
as speedily as practicable, whereupon full rental shall recommence, provided,
further, however, that if the damage shall be so extensive that the same cannot
be reasonably repaired and restored within three (3) months' time from date of
the casualty. And, in such event, rental shall be apportioned and paid up to the
date of such casualty.
16. CONSIDERATION FOR OPTION
The payments made and to be made hereunder by Lessee to Lessor shall be
considered sufficient consideration for any and all options herein granted by
Lessor to Lessee.
17. INSURANCE
Lessee shall keep and maintain adequate public liability, with minimum
limit of $500,000. Fire and extended coverage insurance on the building equal to
90% of the value, on the demised premises during the term of this lease. Lessee
shall furnish Lessor with an Insurance Certificate showing Lessor as an
additional insured on a yearly basis.
18. CANCELLATION OF LEASE
It is mutually agreed that in the event that Lessee shall default in the
payment of rent herein reserved, when due, and fails to cure said default within
fifteen (15) days; or if Lessee shall be in default in performing any of the
other terms or provisions of this lease, and fails to cure said default within
15 days after the date of receipt of written notice of default from Lessor; or
if Lessee is adjudicated bankrupt; or if a permanent receiver is appointed for
Lessee's property and such receiver is not removed within thirty (30) days after
written notice from Lessor to Lessee to obtain such removal; or if, whether
voluntarily or involuntarily, Lessee takes advantage of any debtor relief
proceedings under any present or future law, whereby rent or any part thereof
is, or is proposed to be, reduced or payment
thereof deferred; or if Lessee makes an assignment for benefit of creditors; or
if Lessee's effects should be levied upon or attached under process against
Lessee, not satisfied or dissolved within fifteen (15) days after written notice
from Lessor to Lessee to obtain satisfaction thereof; then, and in any of those
events, Lessor may at his option declare this lease to be null and void and
cancel the same without the necessity of legal process. Lessor may forthwith
re-enter the premises and repossess himself thereof, and remove all persons and
effects therefrom, using such force as may be necessary without being guilty of
trespass, forcible entry or retainer, or other tort.
19. HOLD HARMLESS AGREEMENT
Lessee, for itself, its agents, servants and customers, agrees to indemnify
and save harmless the Lessor against all claims for damages to persons or
property by reason of the use or occupancy of the leased premises.
20. LANDLORD AND TENANT
This contract shall create the relationship of Landlord and tenant between
Lessor and Lessee; no estate shall pass out of Lessor; Lessee has only a
usufruct, not subject to levy and sale.
21. RELETTING BY LESSOR
Lessor, as Lessee's agent, without terminating this lease, upon Lessee's
breaching this contract and upon Lessee's failure to remedy said default within
fifteen (15) days after receipt of written notice, may at Lessor's option enter
upon and rent premises at the best price obtainable by reasonable effort,
without advertisement and by private negotiations and for any term Lessor deems
proper. Lessee shall be liable to Lessor for the deficiency, if any, between
Lessee's rent hereunder and the price obtained by Lessor on reletting.
22. ATTORNEY'S FEES
In the event that it is necessary for Lessor to collect any rent due
hereunder by an action at law or through an attorney at law, Lessee agrees to
pay fifteen percent (15%) of such rent then due as costs of collection.
23. EFFECTS OF TERMINATION OF LEASE
No termination of this lease prior to the normal ending thereof, by lapse
of time or otherwise, shall affect Lessor's right to collect rent for the period
prior to termination thereof.
24. HOLDING OVER
If Lessee remains in possession of the premises after expiration of the
term of this lease, without the express consent of the Lessor, such tenancy
shall not be construed as a renewal thereof but as a periodic tenancy from month
to month. There shall be no renewal of this lease by operation of law.
25. RIGHTS CUMULATIVE
All rights, powers and privileges conferred hereunder upon parties hereto
shall be cumulative but not restrictive to those give by law.
26. TIME OF ESSENCE
Time is of the essence of this Agreement.
27. DEFINITIONS
Lessor shall include first party, his heirs, legal representatives, assigns
and successors in title. Lessee shall include second party, its successors, and
assigns. "Lessor" and "Lessee" include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular parties.
28. BENEFIT OF PARTIES
This lease shall be binding upon and shall inure to the benefit of the
parties and their respective legal representatives, successors, heirs and
assigns.
29. NOTICES
Any notice given pursuant to this lease shall be in writing and sent by
certified or registered mail as follows:
(a) If to Lessor, at 0000 XxXxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxx 00000.
(b) If to Lessee, at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxx.
30. DAILY RECONCILIATION OF UNDERGROUND STORAGE TANK
The lessee agrees to read all pump meters, gauge all tanks, and do a daily
and monthly reconciliation of all of the gasoline and diesel fuel. The lessee
will immediately notify VI-MAC INC., in writing, of any suspected leaks and/or
any unusual overages or shortages. A copy of the daily reconciliation sheets
will be submitted to VI-MAC INC. at the end of each month along with the monthly
reconciliation figures.
31. HANDLING OF HAZARDOUS WASTE
Lessee agrees to handle and dispose of all new and used motor oil,
transmission fluid, antifreeze, and all other products classified as Hazardous
Waste in a manner as outlined by the Environmental Protection Division. Any
deviation from this would result in the Lessee being responsible for the cleanup
of Leased Property covered by this lease. Any fines or legal fees which might
result from Lessee's actions will be the sole responsibility of the Lessee.
32. OPTION TO PURCHASE
Lessee is hereby granted the option of purchasing the leased property at
the end of the "original term". Lessee must give written notice to Lessor at
least sixty (60) days prior to the expiration of the "original term" of his
intentions. If lessee agrees to exercise purchase option of this lease, then the
terms of purchase will be as follows. Total purchase price of property will be
TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000.00). TEN THOUSAND DOLLARS
($10,000.00) of the first year's original term rent will be applied toward the
purchase price and down payment, with and additional FIFTEEN THOUSAND DOLLARS
($15,000.00) to be paid at closing for a total of TWENTY FIVE THOUSAND DOLLARS
($25,000.00) down payment. The balance of TWO HUNDRED THOUSAND DOLLARS
($200,000.00) will be financed by sellers for FIFTEEN (15) YEARS at a PER ANNUM
rate of EIGHT AND ONE HALF PERCENT (8 1/2%) with a monthly payment of NINETEEN
HUNDRED SIXTY NINE DOLLARS AND FORTY EIGHT CENTS ($1969.48).
The parties recognize that the property has been used as a Petroleum
Distribution Facility and the option price recognizes possible contamination due
to its use.
33. ENTIRE AGREEMENT
This lease constitutes the entire agreement between the parties and no
representations, inducements, promise or agreements, oral or otherwise between
the parties, not embodied herein, shall be of any force of effect, nor shall any
modification hereof be effective unless in writing and signed by Lessor and
Lessee.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals the day and year first above written.
/s/ Xxxxxxx X. Xxxxx
-------------------------
"LESSOR"
XXXXXXX X. XXXXX
VI-MAC, INC.
/s/ Xxxxx Xxxxxx President
-------------------------
"LESSEE"
XXXX XXXXXX
INDEPENDENT SOUTHERN, INC.
Signed, sealed and delivered in
the presence of:
/s/ Xxxxxxx Xxxxx
-------------------------
Notary Public
Notary Public, Xxxxxx County, Georgia
My Commission Expires October 31, 2000
