STATE OF LOUISIANA
PARISH OF ST. XXXX
XXXXX AGREEMENT
This agreement entered into effective as of April 1, 1997, by and
between Sterling Sugars, Inc. (hereinafter referred to as Lessor) whose
local mailing address is P. O. Xxx 000, Xxxxxxxx, Xxxxxxxxx 00000, and
Xxxxxx & Xxxxxxx Development L. P. (hereinafter referred to as Lessee),
whose mailing address is P. O. Xxx 00000, Xxxxxxxxx, Xxxxxxxxx 00000.
WITNESSETH:
1. That the Lessor for and in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of the Lessee
to be paid, kept and performed, does hereby lease and let unto Lessee,
and Lessee does hereby rent, take and lease from Lessor the following
described land situated in St. Xxxx Xxxxxx, Louisiana:
A certain tract of land at Xxxxxx Point Landing, section 28 T13S-R10E
measuring 60 feet wide from toe of Levee to the water edge, with
permission to build a walkway from water edge to the Levee. Also
permission is granted to build a road from Parish Landing shell road to
Parking area.
This site is located East of the existing walkway belonging to Lessor.
2. The term of this lease shall be for a period of five (5) years,
beginning April 1, 1997, and ending at midnight March 31, 2002.
3. Lessee covenants and agrees to pay as cash rent to Lessor, the total
sum of Seven Thousand Five Hundred Dollars ($7,500), comprised of five
payments of One Thousand Five Hundred ($1,500) each, due in advance at
the beginning of each year of this lease, on April 1, 1997, 1998, 1999,
2,000, 2001.
4. Demised Premises is to be used by Lessee solely for the purpose of
servicing its production of oil and gas off said premises. Lessee
further agrees as follows:
(a) To cut or spray and destroy all noxious weeds, to take
reasonable care to prevent soil erosion, to keep all tidal outlets
and ditches in working order, and in all respects to care for
Lessor's property in such manner as to return it at the termination
of this lease in as good condition as at the beginning of the term,
ordinary wear, depreciation, and loss or damage to the improvements
by fire or by the elements, excepted.
(b) To comply with all applicable federal, state and local pollution
control and environmental laws and regulations, and use the utmost
care in handling of all petroleum products and containers. Lessee
indemnifies, protects and holds harmless Lessor and Lessor's agent
from all claims, losses, damages and expenses (including reasonable
attorney's fees) which Lessor and Lessor's agent may suffer arising
from Lessee's failure to perform his duties under this subsection.
IV-28 -53-
(c) DUMP USE PROHIBITED. Lessee recognizes that Lessor intends for
the use and operation of the premises to be in full compliance with all
applicable environmental laws, rules and regulations. Lessee agrees
not to bury or burn on the premises any rubbish, trash, drums, or
containers including, but not limited to, container/drums/cartons, used
for petroleum. Lessee agrees to dispose of container/drums/cartons,
which are no longer usable, off the premises in a dump site approved by
appropriate state of federal agencies.
5. Lessee shall not erect additional fences, buildings or other
structures upon said lands without the prior written consent of Lessor,
which consent will not be unreasonable withheld.
6. Lessor shall have the right at all times to enter the Demised Premises
for the purpose of showing same to prospective buyers or making repairs or
improvements which it deems necessary for the premises, but Lessor shall
have no obligation to make any repairs. Lessee is familiar with the
Demised Premises and hereby accepts it in its present condition, and
Lessee obligates itself to notify Lessor immediately in writing of any
adverse claim or possession which may be asserted to said Demised
Premises. Lessor agrees to pay all taxes on real estate.
7. Lessee agrees that in the event Lessor should enter into a contract to
sell the Demised Premises during the term of the lease, Lessor shall have
the right to cancel this lease effective upon a transfer of title and
Lessee shall be entitled to a reimbursement of a pro-rata share of lease
payments for said year and relieved of all future payments, as
compensation for the early termination of this lease.
All property, including buildings and equipment, that is placed on the
Leased Premises by Lessee after the commencement of the term of this
lease, and which can be removed without unreasonable damage to the real
estate, shall remain the property of the Lessee; provided, however,
that any of such property removed from the Leased Premises within one
hundred twenty (120) days after the termination or expiration of this
lease, shall become and remain a part of the Leased Premises, at the
option of Lessor.
8. In the event of a breach of any condition to this lease or if Lessee
fails or refuses to vacate the premises upon termination thereof and
Lessor employs an attorney for the purpose of gaining possession of said
premises, or enforcing the provisions hereof, any expense and cost shall
be chargeable to the Lessee and Lessee hereby agrees to pay same,
including reasonable attorney's fee.
9. Lessee agrees to indemnify and hold Lessor harmless for all damage or
injury that may be caused to Lessee, its agents, invitees and other
parties in or about the Demised Premises including but not limited to
injury to persons, personal property, domestic animals or crops.
10. Nothing herein is to be construed as creating a joint venture,
partnership, nor a business association between the parties, and their
relationship will always remain Lessor and Lessee.
XX-00 -00-
00. Xxxxxx may not assign or sublet this lease without the prior written
consent of Lessor and by Lessor's legal department. Lessor reserves the
right to refuse an assignment of subletting but consent will not be
unreasonably withheld.
12. Any unpaid rent shall bear interest at the rate of 15 percent per year
or the highest legal rate from the date due until paid. If Lessee fails to
pay the rent due or fails to keep any of the agreements of this lease, all
costs and reasonable attorney's fees in enforcing collection or performance
shall be added to and become a part of the obligation payable by Lessee
hereunder.
13. Lessee acknowledges that it has previously occupied the premises and
does assume all responsibility for the condition of the premises and all
liability for damage to person or property of itself, its agents or
employees or third persons going on or being upon the leased premises
during the terms of this lease and will indemnify and hold Lessor harmless
from any and all claims or demands (including court costs and attorney's
fees) of whatsoever nature or kind for loss or damage to person, including
death, or property of itself, its agents, employees or third persons,
wherever situated, arising out of the condition of the premises or any work
or construction undertaken or done by Lessee or out of or in anywise
connected with Lessee's use or occupancy of the premises.
14. Lessee shall obtain and maintain, in full force and effect, liability
insurance policies with an insurance company or companies authorized to do
and doing business in the state of Louisiana , having combined single
limits of no less than $1,000,000, which insurance shall name Lessor herein
as an additional insured as Lessor's interest may appear. Lessee shall
further furnish Lessor with current certificates of insurance showing the
issuance of such insurance. The liability insurance policy can only be
canceled after notice has been provided to Lessor of the cancellation of
such policy.
15. Lessor, individually or through its agents or employees, shall at all
reasonable times have the right of reasonable ingress to the premises for
inspection thereof.
16. Lessee agrees and obligates itself to observe and abide by all
provisions and requirements of the U. S. Army Corps of Engineers,
Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. Art. 9601, et. seq.) the Hazardous Materials Transportation
Act and the Resource Conservation and Recovery Act (RCRA), all as amended,
as well as all rules or regulations now or hereafter promulgated under
authority thereof, and does agree not to deposit, place upon or permit to
remain thereon any asbestos , solid or liquid waste, or any hazardous
material, hazardous substance or toxic substance, as may be now or
hereafter defined in the foregoing. Lessee does hereby agree to indemnify
Lessor, and does fully indemnify and hold Lessor harmless from any and all
claims, liabilities, expenses, loss and damages which Lessee or any third
party or governmental agency has or may have hereafter against Lessor from
and against any loss, including reasonable attorney's fees and court costs,
relating to any claim concerning the presence of any such substance
deposited or placed by Lessee or permitted to remain upon the property
IV-30 -55-
during the term of this lease or any extension. Upon termination of this
lease for any cause, Lessee agrees promptly to remove, at its expense, any
hazardous or toxic material or substance which may then be upon the
property.
IN WITNESS WHEREOF, the parties hereto have executed this contract of
lease on the 23rd day of July, 1997.
WITNESSES: LESSOR
/s/ Xxxxxxx Xxxxxxxx Sterling Sugars, Inc.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
Title: President & CEO
/s/ Xxxxx XxXxxxx LESSEE
/s/ Xxxx Xxxxx Xxxxxx & Xxxxxxx Development L.P.
By Xxxxxx & Parsley Petroleum USA
By: /s/ Xxxxxx X. Weathrl, V. P.
Xxxxxx X. Weathrl, V. P.
IV-31 -56-
