MACHINERY LEASE
THIS AGREEMENT made and entered into at Huntington Park, California,
this 1st day of August, 1958, by and between WARNER X. XXXXX, hereinafter called
"Xxxxx" and THE X.X. XXXXX COMPANY, a California corporation, hereinafter called
"Company."
W I T N E S S E T H:
This Agreement is made with reference to the following facts:
a. Contemporaneously herewith Xxxxx and Company have entered
into an Agreement of Lease (hereinafter called "Ground Lease") by the
terms of which Xxxxx has leased Company and Company has leased from
Xxxxx its certain premises located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx
Xxxx, Xxxxxxxxxx, and more particularly described in said Ground
Lease.
x. Xxxxx has been engaged in the business of manufacturing and
selling sealants, coatings and adhesives in the property covered by
the Ground Lease. It is the desire of Company to lease from Xxxxx the
machinery, equipment, office furniture and fixtures owned by Xxxxx
located on the Ground Lease so that Company may continue in the
business previously operated by Xxxxx.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties herein stated, it is agreed:
1. Company leases from Xxxxx and Xxxxx leases to Company that
certain
1
machinery and equipment and furniture and fixtures located on the Ground Lease.
Said machinery and equipment are described in the schedule thereof, attached
hereto, marked Schedule "A", and by this reference incorporated herein and made
a part hereof.
2. The term hereof is for five (5) years and by agreement of the
parties may be extended for three (3) additional five (5) year terms. The
rental for such machinery and equipment during the initial term shall be Thirty
Thousand Dollars ($30,000), payable Five Hundred Dollars ($500.00) on August 1,
1958, and Five Hundred Dollars ($500.00) on the first day of each succeeding
month of the initial term. Should the parties desire to extend this Agreement
after the expiration of the initial term, or any extended term hereof, they
shall confer at least ninety (90) days prior to the expiration of the initial
term or any extended term and negotiate in good faith to determine the rental
for such machinery and equipment for any extended term hereof. In the event
that parties are unable to agree on the rental for such extended term within
sixty (60) days prior to the expiration of the term, then the rental for the
extended term shall be determined by arbitration conducted in accordance with
the provisions of the Code of Civil Procedure of the State of California. Such
determination shall be binding upon the parties hereto.
3. Company, at its own cost and expense, shall maintain the leased
machinery and equipment in good and operative mechanical condition and shall not
allow the machinery or equipment to be abused or to deteriorate, normal wear and
tear excepted. Should any of the machinery and equipment become unusable
because of obsolescence, but for no other reason, Company shall notify Xxxxx.
If Xxxxx elects to replace such obsolescent machinery and equipment, he may do
so at his own cost and expense. If Xxxxx elects not to place such item or items
of machinery and equipment, the Company may make such replacement or
replacements.
2
In the event that Company makes such replacement or replacements the rental for
the term shall be reduced by the ratio that the initial cost of the item or
items replaced bears to the total cost of all the items listed in Schedule "A".
As an illustration, if the initial cost of a particular item was Ten Thousand
Dollars ($10,000), and as the total initial cost of all items listed in Schedule
"A" was One Hundred Twenty-Six Thousand One Hundred Five Dollars and Thirteen
Cents ($126,105.13), then the rental commencing with the month subsequent to the
installation of such replacement item shall be reduced by 10,000/126,105.13.
4. Company shall, at its own cost and expense, keep such machinery
and equipment insured against loss or damage by fire and any other casualty and
shall cause said policy to cover both Company and Xxxxx. Such insurance shall
be in an amount equal to the full insurable value of such machinery and
equipment and shall be placed in a company or companies satisfactory to Xxxxx.
Xxxxx shall be the named assured in such policies of such insurance and all of
such policies shall be delivered to Xxxxx and retained by him.
5. At all times during normal working hours during the term hereof,
Company shall allow Xxxxx free access to the demised premises for purposes of
inspection and for purposes of making such repairs as Xxxxx is required to make
by the terms of this lease, or which Xxxxx may xxxx necessary for his protection
or the protection of the property.
6. In the event that the Ground Lease referred to in Paragraph a. of
the Recitals herein is terminated for any reason whatsoever, this Agreement
shall automatically terminate concurrently with the termination of the Ground
Lease and without further action of the parties.
7. Upon the termination of this Agreement for any reason whatsoever,
Company shall surrender all machinery and equipment herein leased to Xxxxx in as
good
3
condition as received, normal wear and tear excepted.
8. Company shall not hypothecate or mortgage said machinery or
equipment or any part thereof. Neither shall Company suffer or permit any lien
or liens of whatsoever nature to attach against said machinery or equipment.
Xxxxx shall have the right but not the duty to affix to such machinery and
equipment metal tags or other appropriate markings to show that such machinery
and equipment is the property of Xxxxx and not the property of Company.
9. This Agreement shall not be assigned by Company, whether by
operation of law or otherwise, and any such assignment shall forthwith terminate
this Agreement. Should Company be adjudged insolvent or bankrupt or make a
composition for creditors or make an assignment for the benefit of creditors,
this Agreement shall upon the occurrence of any one or more than one of such
events automatically cease and terminate without further action of the parties.
No creditors' committee, assignee for the benefit of the creditors, referee, or
trustee in bankruptcy shall under any circumstances acquire any interest in this
Agreement, or any interest in such machinery and equipment, or the right to use
the same or any part thereof. In the event of the occurrence of any one or more
than one of such events, Xxxxx shall have the absolute right to enter into and
upon the property covered by the Ground Lease, remove all machinery and
equipment or make such other disposition thereof as he deems expedient. This
latter right in Xxxxx is absolute and Xxxxx will have such right with or without
[REMAINDER OF PARAGRAPH ILLEGIBLE].
10. Should the premises be destroyed by fire or other casualty, then
the parties hereto shall have the same rights as set forth in paragraphs 10 and
15 of the Ground Lease which said paragraphs are incorporated herein by
reference as though set forth in full.
11. Notwithstanding any provisions of this Agreement to the contrary,
and
4
particularly paragraphs 2 and 3 hereof, should Xxxxx elect to replace a piece of
obsolescent machinery or equipment and should the replacement cost be in excess
of ten percent (10%) of the depreciated value of said equipment, as the same is
shown on the attached Schedule "A", then there shall be added to the total
rental cost for the machinery and equipment an additional rental which shall be
negotiated by the parties and which shall take into consideration the cost of
such new item of equipment in excess of the depreciated cost shown on said
schedule Exhibit "A" and such rental shall provide sufficient return to cover
the depreciation of said equipment at least as rapidly as the depreciation of
said equipment at least as rapidly as the depreciation allowed for income tax
purposes and to return a reasonable profit on the investment over the life of
the equipment. If mutual agreement cannot be reached as to a fair rental value
for such new equipment then each party hereto shall designate an arbitrator to
fix said rental rate and if the two arbitrators cannot agree they in turn will
select a third arbitrator and the decision of any two of the three arbitrators
shall be final and binding on the parties hereto. The cost of the third
arbitrator shall be borne mutually by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this 1st day of August, 1958.
THE X. X. XXXXX COMPANY WARNER X. XXXXX,
By /s/ Warner Xxxxxxx Xxxxx /s/ Warner X. Xxxxx
--------------------------- ---------------------------
President
5
RECAPITULATION
OF
LEASED EQUIPMENT
NUMBER OF
DESCRIPTION ITEMS TOTAL COST VALUE
--------------------------------------------------------------------------------
Office Equipment 61 $8,354.31
Mobile Equipment 4 13,856.35
Factory Machinery & 104 92,404.20
Equipment
Laboratory Equipment 16 11,490.27
--- -----------
185 TOTALS $126,105.13
--- -----------
Schedule "A" consisting of nine (9) pages
1
OFFICE EQUIPMENT
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
1. 1 Typewriter, Xxxxxxxxx - #3870415-5 $38.55
2. 1 File, 4 Drawer Steel Letter 25.75
3. 1 Safe, #525885 132.87
4. 1 Cabinet, Storage #4236 25.62
5. 1 Executone - Interoffice Communication - #104827 70.50
6. 1 Table, Small Steel 15.38
7. 2 Chairs, Mahogany Arm 15.38
8. 1 Desk, Mahogany 42" F.T. 30.75
9. 1 Heater, Gas - Model #13 30.95
10. 1 Desk, 60" Walnut - 60" x 32" 45.61
11. 1 Executone - Interoffice Communication - #136140 97.01
12. 1 Table - #6005 Walnut 40.48
13. 1 Table - #27 Walnut - 36" 17.94
14. 2 Heaters - (restrooms) 21.53
15. 1 Desk, FT - #B5785 - Walnut 60"x34" 56.38
16. 0 Xxxxxxx, Xxxxxxx Xxxx Xxxx Xxxxxxx - #0000 -14--42x36x21" 25.63
17. 1 Multiplier - Xxxxx #370 218.36
18. 1 Table - Walnut - 60" 38.62
19. 1 File - 4 Drawer Letter 88.58
20. 1 Desk, 60" Walnut 82.40
21. 1 Desk, 60"x34" Walnut FT 95.28
22. 1 Chair, Walnut #7112 - Rotary H/P 24.72
23. 1 Chair, Walnut - Xxxxx Arm Rotary 35.02
24. 3 Chairs, Walnut - 3 H/P Arm #7111 60.26
2
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
25. 1 Typewriter, Royal 11" Elite - #KMM3557018 155.59
26. 1 Duplicator, Multigraph #458065 790.10
27. 1 Typewriter, Remington Rand #J-1608306 176.63
28. 1 Calculator - Friden #ST W10-6922 825.26
00. 0 Xxxx, 0 Xxxxxx Xxxxxx - Xxxxxxxx #602-L og. 75.36
30. 1 Heater, Unit - office 259.62
31. 1 Chair, Posture - Steel frame 31.95
32. 1 File, 4 drawer letter - grey 100.00
33. 1 Typewriter, Royal - #KM6 00-0000000 175.00
34. 1 Desk, 60" Walnut 59.50
35. 1 Desk, Executive, Oak (Soft tone) 164.57
36. 1 Chair, Executive, Oak (Soft tone) 81.77
37. 1 Xxxxxxx Calculator - #ADF 494978 650.00
38. 1 Memotape 343.23
39. 1 Fan, Electric #12 LA 25.46
40. 1 Desk, Grey Metal 187.30
41. 0 Xxxxxxxxxx, Xxxxx-Xxxxxx Xxxxxxxx - #0X-000000 90.52
42. 2 Carpets (wall to wall) 542.58
43. 1 Desk, Executive - Light green metal 237.06
44. 14 Venetian blinds )
) 175.50
45. 6 Cornice boxes )
46. 1 Addressograph - model #30 115.00
47. 1 Cabinet, green file 81.35
48. 1 Desk, Grey steel - single pedestal 103.05
49. 1 Desk, Grey steel - single pedestal 103.05
3
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
50. 2 Chairs, Occasional 145.35
51. 2 Chairs, Occasional 263.93
52. 1 Chair, Executive 150.24
53. 1 Chair, Executive 110.07
54. 1 Bookcase, grey 99.80
55. 1 Cabinet, green with base and top 83.10
56. 1 Desk, walnut #6001 89.25
57. 1 Chair, Hipoint swivel 34.00
58. 1 Table, green metal 128.56
59. 1 Table, grey metal 122.40
60. 1 File, Letter - green - # 4 drawer 131.54
61. 1 File, Letter - grey - 2 drawer 113.05
---------
$8,354.31
---------
4
MOBILE EQUIPMENT
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
1. 1 Truck, Chevrolet - #N305694CAL $1,704.10
2. 1 Towmotor, #4446473 - Model LT-44 2,725.50
3. 1 Towmotor, #4205198 - Model #420 4,007.50
4. 1 Towmotor, #420580023 - Model #420 5,419.25
----------
TOTAL $13,856.35
----------
5
FACTORY MACHINERY AND EQUIPMENT
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
1. 1 Mixer, Linoleum Cement $1,000.00
2. 1 Stencil Machine 65.00
3. 1 20' Section Roller Conveyor )
) 144.91
4. 1 10' Section Roller Conveyor )
5. 1 Mixer, Fiber Coating with coil heater - 1000 gal. capacity 1,511.41
6. 1 #100 Barrel Truck )
) 80.98
7. 1 #100 Barrel Truck )
8. 1 Motor-1/2 HP-Plastic Filler - Motor #429605, Frame #56-5-10 62.53
9. 1 Steel Stand - for mixer )
) 128.32
10. 1 Steel Stand - for mixer )
11. 1 Set Pipe Fitting Tools & Equipment, dies, reamer & cutter 54.30
12. 1 Machine, plastic filling - screw type 230.63
13. 32 Steel Lockers 131.20
14. 1 Truck - American Daisy, Hand 15.07
15. 1 Labeling Machine - 1/4 HP - Xxxx 563.75
16. 1 Lift Truck - hand operated 173.53
17. 1 Electric Welding Outfit - with accessories 340.30
18. 0 Xxxxxx Xxxxxxxx & Xxxxx - 00X - #0000 382.79
19. 1 Labeler, Standard Xxxxx H.D. - 3/4 HP 1,795.27
20. 4 10' Conveyor Sections )
)
21. 2 5' Conveyor Sections )
) 206.10
22. 3 Quick Adjusting Stands - #1800 )
6
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
)
23. 2 Quick Adjusting Stands - #1218 )
24. 1 2" Meter #27190 with counter #L2045 )
) 190.96
25. 2 2" E Strainers - #22869 and #22862 )
26. 1 Conveyor, Portable, Motor Driven 6" - 1/4 471.81
27. 1 Motor, 30 HP Electric - Serial #34EM1776 481.38
28. 1 Machine, Foot Closing 45.08
29. 1 Machine, Mixing - gas fired with mixing kettle - 48"x60"x144" 4,046.76
30. 1 Pump, Moyno - Type CDQ Frame B6-6 368.00
31. 1 Tank, Cone Bottom - 1000 gallon 278.39
32. 1 Sterling motor - 1-1/2 HP - #4059F7H 480 195.70
33. 1 Duplex Adjust-o-feeder with electric motor - Model 4Xdl 2,808.50
34. 1 Xxxxxx meter - #7428043 414.54
35. 1 Mixer, type #600 1,133.00
36. 1 Truck, Flat Bed - 58.26
37. 1 Meter, Bronze case for alcohol - #1365484 76.72
38. 1 Scale - Portable - Xxxxxxxxx-Xxxxx - #G051319 49.71
39. 1 Multigraph with rail segment - #421084 (Sold 7/1/57. Rent reduced) 2,188.34
40. 1 Scale - Portable - Xxxxxxxxx-Xxxxx - #G041056 52.58
41. 1 10' Fr. section of conveyor 74.98
42. 1 Machine, Mixing #1 - 100 gal. #40838 3,555.76
43. 1 Electric drill - #2011293 74.16
44. 1 Mixer, Portable Electric - #RE-158 13 139.73
45. 1 Mixer, Machine #2 - 40837 3,600.54
7
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
46 1 Pyrometer 377.78
47 1 Mixer, Machine #3 - #40835 3,933.42
48 1 Filling machine - 2 HP 702.85
49 1 Timer 77.30
50 1 Mixer, Crown Waste - 15 HP 1,520.00
51 1 Closing Machine - #E-1057 41.16
52 1 Closing Machine - #7405-D 35.28
53 1 Closing Machine - #7929-D 33.32
54 1 Closing Machine - #10580-D 33.32
55 1 Closing Machine - #2505-1 HP 784.00
56 1 Automatic closing machine - #12A378 940.80
57 1 Hammer Mill 194.72
58 1 Lot Emulsion Equipment 1,007.91
59 1 Mixing Machine #4 - #15 VI/H BS 4,098.74
60 1 30 HP Plastic Mixer 2,923.82
61 1 Mixer for tile cement cleaner - 1 HP 423.30
62 1 Filter, Can 687.08
63 1 Mixer, Crown Paste - used - 7-1/2 HP 1,015.00
64 1 Motor - #C 910859 - 7-1/2 HP 622.20
65 1 Motor - #C 910860 - 7-1/2 HP 622.20
66 1 Tank, 25,000 gallon U.O. lignon - 7-1/2 HP 2,435.00
67 1 Mixer, 1000 gallon linoleum paste - 15 HP 3,150.00
68 1 Pump, Cutback tank - #66305 700.75
69 1 Pump, Steam refined asphalt tank - #66306 700.75
70 1 Pump, with motor - #917316 - 10 HP 298.00
71 1 Tank, 5000 gallon linoleum paste 934.00
8
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
72 1 Tank, 5000 gallon Cone bottom 934.00
73 1 Mixer, Motor #262437 300.00
74 1 Pump, Model #02AVI - Serial #139667 215.10
75 1 Pump, Model #02AVI - Serial #139668 215.10
76 1 Screw conveyor Unit A-5 HP 1,457.34
77 1 Screw conveyor Xxxx X-0 HP 1,203.33
78 1 Screw conveyor Unit C-3 HP 1,167.33
79 1 Mixer, B-P #5-40 HP 3,564.25
80 1 Miscellaneous piping 3,515.29
81 1 Steam boiler - Model 4 LG 3,795.00
82 1 Sodium Zeolite Softener )
) 380.00
83 1 Blow off tank )
84 1 Pump, Moyno 819.50
85 1 Pump, Moyno 819.50
86 1 Motor, #19181 - 10 HP 185.00
87 1 Motor, #158206 - 10 HP 185.00
88 1 Tank 62.00
89 1 Tank 62.00
90 1 Tank 60.67
91 1 Cutter, Used - 22" 340.00
92 1 Xxxx-O-Meter - #18387 330.00
93 2 Mixer Tanks 420.00
94 1 Mixer - #931 - Model FGS-1 )
) 1,006.90
95 1 Mixer - #937 - Model FGS-1 )
96 1 Mixer - 50 Gallon 400.00
9
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
97 1 Mixer - Used - 7-1/2 HP - S#5251174 250.00
98 1 Portable Pump 125.00
99 1 Shears, 36" foot with blades - used 125.00
100 1 Condensate Preheater assembly - #40393 153.20
101 1 Machine, Extrusion 1,685.00
102 1 Wiring on equipment - lot 12,000.00
103 1 Sweeper, Power with side broom - #V159-A 920.00
104 1 Scale, Toledo fan #1174 225.00
----------
TOTAL $92,404.20
----------
10
LABORATORY EQUIPMENT
NO. OF
------
ITEM UNITS DESCRIPTION
---- ----- -----------
1 1 Laboratory Mixer $1,017.92
2 1 Mixer, Homo #LI-49796 w/ 1/4 HP Motor 185.00
3 1 Laboratory oven and additional shelves #7240 989.93
4 1 Microscope 139.73
5 1 Pump, #54892 - Liquid circulating 30.02
6 1 Viscometer, Model #RVF 308.43
7 1 Machine, Mixing and Kneading #49225 1,218.00
8 1 Furnace, Xxxxxxx Electric Muffle 75.00
9 1 Unit Steel Shelving 24"x36"x84" 20.00
10 3 Work Benches 619.30
11 1 Potentionmeter #1182186 269.00
12 1 Utility Blower #108SM 58.65
13 1 Sink Unit 268.00
14 1 Fume Hood Assembly 998.29
15 1 Laboratory Mill 3,960.00
16 1 Model L Tester 0-5000# Capacity 1,333.00
----------
TOTAL $11,490.27
----------
11
AMENDMENT TO MACHINERY LEASE
THIS AMENDMENT TO MACHINERY LEASE, made and entered into at Huntington
Park, California as of the 1st day of August, 1968, by and between WARNER XXXXX
XXXXX, hereinafter called "Xxxxx", and THE X.X. XXXXX COMPANY, a California
corporation, hereinafter called "Company",
W I T N E S S E T H:
1. The parties hereto did, on or about the 1st day of August,
1958, enter into a Machinery Lease, pursuant to which Xxxxx made available by
lease, machinery and equipment owned by him and then in existence and used by
the Company in connection with the business being conducted by it at 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxx.
2. It is provided in paragraph 2 of said Lease that the initial
term is for a period of five years, that the term may be extended for three
additional five year terms, and that at the end of each five year term the
parties to the Lease may meet and negotiate in good faith to determine the fair
rental for said machinery and equipment for such extended term. At the end of
said first five year period, said Lease was renewed for additional five year
period without any change in rental. The parties now desire to extend the Lease
for a third five year term and to agree on a fair rental for such equipment.
3. The appraisal firm of Xxxxxxxx and Xxxxxxx have ascertained
that the fair rental value of said equipment said firm determined that the sum
of $18,000.00 is the fair annual rental for such equipment. The parties hereto
now agree that $18,000.00 does represent
-1-
the fair annual rental for said equipment.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties, IT IS AGREED as follows:
1. The term of said Machinery Lease of August 1, 1958 shall be
extended for an additional five (5) year period, with the option to renew the
same for an additional five year period, as provided in paragraph 2 of said
Machinery Lease.
2. The rental for such machinery and equipment during the
ensuring five year term, commencing August 1, 1958, shall be the sum of
$90,000.00, payable monthly at the rate of $1,500.00 a month.
3. Except as herein amended, the Machinery Lease of August 1,
1958 shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
----------------------------------
Warner Xxxxx Xxxxx
THE X.X. XXXXX COMPANY
By
--------------------------------
Vice President
-2-
OFFICE EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
1. 1 Typewriter, Xxxxxxxxx $38.55 $250.00 $125.00
#3870415-5
2. 1 File, 4 Drawer Steel letter 25.75 55.00 20.00
3. 1 Safe, #525885 132.87 450.00 100.00
4. 1 Cabinet, storage #4236 25.62 40.00 24.00
5. 1 Executone - interoffice 70.50 40.00 24.00
Communication #104827
6. 1 Table, Small Steel 15.38 18.00 11.00
7. 2 Chairs, Mahogany Arm 15.38 48.00 34.00
8. 1 Desk, Mahogany 42" F.T. 30.75 85.00 57.00
9. 1 Heater, Gas - Model #13 30.95 66.00 25.00
10. 0 Xxxx, 00" Xxxxxx - 00"x00" 45.61 130.00 78.00
11. 1 Executone-Interoffice 97.01 150.00 95.00
Communication - #136140
12. 1 Table - #6005 Walnut 40.48 27.00 18.00
13. 1 Table - #27 Walnut - 36" 17.94 20.00 13.00
14. 2 Heaters - (restrooms) 21.53 22.00 18.00
15. 0 Xxxx, XX-#00000-Xxxxxx 56.38 125.00 75.00
60"x34"
16. 1 Cabinet, Counter High Wood 25.63 40.00 24.00
Storage -#4236-14-42x36x21"
17. 1 Table - Walnut - 60" 38.62 125.00 75.00
18. 1 File - 4 Drawer letter 88.58 80.00 48.00
19. 1 Desk, 60" Walnut 82.40 125.00 75.00
20. 1 Desk, 60"x34" Walnut FT 95.28 130.00 50.00
21. 1 Chair, Walnut #7112 - Rotary 24.72 45.00 27.00
H/P
-3-
22. 1 Chair, Walnut xxxxx Arm 35.02 45.00 20.00
Rotary
23. 3 Chairs, Walnut 3 H/P Arm 60.26 140.00 60.00
#7111
24. 1 File, 2 Drawer letter - 75.36 100.00 70.00
Columbia #602-Log.
25. 1 Heater, Unit-Office 259.62 558.00 100.00
26. 1 Chair, Posture - steel frame 31.95 30.00 23.00
27. 1 File, 4 drawer letter - xxxx 100.00 90.00 60.00
28. 1 Typewriter, Royal 175.00 250.00 125.00
29. 1 Desk, 60" Walnut 59.50 125.00 50.00
30. 1 Desk, Executive, Oak (soft 164.57 300.00 210.00
tone)
37. 1 Xxxxxxx Calculator - #ADF 650.00 880.00 620.00
494973
38. 1 Desk, Grey Metal 187.30 245.00 184.00
39. 2 Carpets (wall to wall) 542.58 320.00 240.00
40. 1 Desk, Executive - light 237.06 350.00 280.00
green metal
41. 14 Venetial blinds )
) 175.50 180.00 157.50
42. 6 Cornice boxes )
43. 1 Addressograph - model #30 115.00 250.00 150.00
44. 1 Cabinet, green file 81.35 180.00 135.00
45. 1 Desk, grey steel-single 103.05 165.00 140.00
pedestal
46. 1 Desk, grey steel-single " 103.05 165.00 115.00
47. 2 Chairs, Occasional 145.35 150.00 112.00
48. 2 Chairs, " 263.93 150.00 120.00
49. 1 Chair, Executive 150.24 140.00 112.00
50. 1 Chair, Executive 110.07 140.00 105.00
51. 1 Bookcase, grey 99.80 66.00 59.00
-4-
52. 1 Cabinet, green with base and 83.10 180.00 135.00
top
53. 0 Xxxx, Xxxxxx #0000 89.25 145.00 100.00
54. 1 Chair, Hipoint swivel 34.00 45.00 32.00
55. 1 Table, green metal 128.56 175.00 140.00
56. 1 Table, grey metal 122.40 175.00 130.00
57. 1 File, letter - green - #4 131.54 100.00 67.00
drawer
58. 1 File, letter - grey - 2 113.05 90.00 68.00
drawer --------- --------- ---------
$5,647.39 $8,000.00 $4,935.50
--------- --------- ---------
--------- --------- ---------
-5-
MOBILE EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
1. 1 Towmotor, #4446473 -
Model Lt-44 $2,725.50 $7,200.00 $1,800.00
2. 1 Towmotor, #4205198 -
Model #420 4,007.50 7,400.00 1,800.00
3. 1 Towmotor, #420580023 -
Model #420 5,419.25 7,400.00 3,700.00
---------- ---------- ---------
$12,152.25 $22,000.00 $7,300.00
---------- ---------- ---------
---------- ---------- ---------
-6-
LABORATORY EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
1. 1 Laboratory Mixer #45920 $1,017.92 $2,300.00 $1,610.00
2. 1 Mixer, Homo #LI-49796 185.00 208.00 100.00
W/1/4 HP motor
3. 1 Laboratory oven and 989.93 1,050.00 740.00
additional shelves
#7240
4. 1 Microscope 139.73 635.00 445.00
5. 1 Pump, #54892 - liquid 30.02 34.00 15.00
circulating
6. 1 Brookfield Viscometer, 308.43 390.00 310.00
Model #RVF Serial #5865
7. 1 Machine, Mixing and 1,218.00 2,300.00 1,610.00
Kneading #49225
8. 1 Furnace, Xxxxxxx 75.00 85.00 57.00
Electric Muffle
9. 1 Unit Steel Shelving 20.00 90.00 63.00
24"x36"x84"
10. 3 Work benches 619.30 810.00 607.00
11. 1 Potentionmeter #1182186 269.00 302.00 200.00
12. 1 Utility Blower #108 SM 58.65
13. 1 Sink Unit 268.00 530.00 370.00
14. 1 Fume Hood Assembly 998.29 650.00 455.00
15. 1 Laboratory Mill 3,960.00 6,100.00 4,270.00
16. 0 Xxxxx X Xxxxxx 0-0000#
Xxxxxxxx 1,333.00 2,516.00 1,761.00
---------- ---------- ----------
$11,490.27 $18,000.00 $12,613.00
---------- ---------- ----------
---------- ---------- ----------
-7-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
1. 1 Mixer, Linoleum Cement $1,000.00 $14,000.00 $9,800.00
2. 1 20' Section Roller
Conveyor )
) 144.91 Incl. Incl.
3. 1 10' Section Roller )
Conveyor
4. 1 Mixer, Fibre Coating
with Coil Heater - 1000 1,511.41 3,800.00 2,660.00
gal. capacity
5. 1 #100 Barrel Truck ) 80.00 48.00
) 80.98
6. 1 #100 Barrel Truck ) 65.00 45.00
7. 1 Motor - 1/2 HP-Plastic
Filler Motor #429605, 62.53 Incl. Incl.
Frame #56-5-10
8. 1 Steel Stand - for mixer)
) 128.32 Incl. Incl.
9. 1 Steel Stand - for mixer)
10. 1 Set Pipe Fitting Tools &
equipment dies, reamer 54.30 750.00 500.00
and cutter
11. 1 Machine, plastic filling 230.63 1,000.00 700.00
- screw type
12. 32 Steel lockers 131.20 200.00 100.00
13. 1 Truck - American Daisy, 15.07 45.00 30.00
Hand
14. 1 Labeling Machine-1/4 HP- 563.75 3,000.00 2,000.00
Xxxx
-8-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
15. 1 Lift Truck - hand 173.53 500.00 330.00
operated
16. 1 Electric Welding Outfit 340.30 525.00 265.00
- with accessories
17. 0 Xxxxxx Xxxxxxxx & Colls 382.79 650.00 430.00
- 000 - #0000
18. 1 Labeler, Standard Xxxxx
H.D. - 3/4 HP )
) 1,795.27 7,220.00
19. 4 10' Conveyor Sections )
20. 2 5' Conveyor Sections )
) 206.10 4,817.00
21. 3 Quick Adjusting Stands-)
#1800 )
)
22. 2 Quick Adjusting Stands-)
#1218
23. 1 2" Meter #27190 with )
counter #L2045 )
) 190.96 Incl. Incl.
24. 2 2" E Strainers - #22869)
and #22862 )
25. 1 Convyr. Portable, Motor
driven 6" - 1/4 471.81 Incl. Incl.
26. 1 Motor, 30 HP. Electric-
Serial #34EM1776 481.38 Incl. Incl.
27. 1 Machine, Foot Closing 45.08 Incl. Incl.
28. 1 Machine, Mixing-gas
fired with mixing
xxxxxx- 00"x00"x000" 4,046.76 6,300.00 3,780.00
29. 1 Pump, Moyno-Type CDQ 368.00 Incl. Incl.
Frame B6-6
-9-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
30. 1 Tank, Cone bottom-1000 278.39 530.00 370.00
gallon
31. 1 Sterling motor - 1-1/2 195.00 Incl. Incl.
HP - #4059F7H 480
32. 1 Duplex Adjust-o-feeder
with electric motor - 2,808.50 4,000.00 2,800.00
model 4Xdl
33. 1 Mixer, type #600 1,133.00 25,063.00 12,542.00
34. 1 Truck, Flat Bed 58.26 125.00 62.00
35. 1 Meter, Bronze case for
alcohol #1365484 76.72 200.00 100.00
36. 1. 10' Fr. section of 74.98 245.00 163.00
conveyor
37. 1 Machine, Mixing #1 - 100
gal. #40838 3,555.76 27,160.00 18,197.00
38. 1 Electric drill - 74.16 Incl. Incl.
#2011293
39. 1 Mixer, Portable Electric
#RE-158 13 139.73 Incl. Incl.
40. 1 Mixer, Machine #2-#40837 3,600.54 27,160.00 18,197.00
41. 1 Pyometer 377.78 Incl. Incl.
42. 1 Mixer, Machine #-#40835 3,933.42 27,160.00 18,197.00
43. 1 Filling Machine - 2 HP 702.85 900.00 600.00
44. 1 Timer 77.30 Incl. Incl.
45. 1 Mixer, Crown Paste - 15 1,520.00 2,000.00 1,330.00
HP
46. 1 Closing Machine - #E- 41.16 220.00 147.00
1057
47. 1 Closing Machine-#7405-D) 35.28
) 440.00 290.00
48. 1 Closing Machine-#7979-D) 33.32
-10-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
49. 1 Closing Machine-#10580-D 33.32 220.00 147.00
50. 1 Closing Machine-#2505 - 784.00 3,000.00 2,000.00
1 HP
51. 1 Automatic closing 940.80 3,000.00 2,100.00
machine #12A378
52. 1 Hammer Mill 194.72 5,000.00 4,250.00
53. 1 Lot Emulsion Equipment 1,007.91 Incl. Incl.
54. 1 Mixing Machine #4 - #15
VI/H BS 4,098.74 27,160.00 18,197.00
55. 1 30 HP Plastic Mixer 2,923.82 13,000.00 9,100.00
56. 1 Mixer for tile cement
Cleaner 1 HP 423.30 1,250.00 875.00
57. 1 Filler, Can 687.08 900.00 600.00
58. 1 Mixer, Crown Paste -
used 7 1/2 HP 1,015.00 2,000.00 1,330.00
59. 1 Motor - #C 910859 - 7 1/2 622.20 Incl. Incl.
HP
60. 1 Motor - #C 910860 - 7 1/2 622.20 Incl. Incl.
HP
61. 1 Tank, 25,000 gallon U.G.
lignon - 7 1/2 HP 2,435.00 3,850.00 2,700.00
62. 1 Mixer, 1000 gallon
linoleum passe - 15 HP 3,150.00 8,000.00 5,600.00
63. 1 Pump, cutback tank -
#66305 700.75 2,050.00 1,540.00
64. 1 Pump, Steam refined
asphalt tank #66306 700.75 2,050.00 1,540.00
65. 1 Pump, with motor -
#917316 10 HP 298.00 Incl. Incl.
-11-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
66. 1 Tank, 5000 gallon
linoleum paste 934.00 1,050.00 958.00
67. 1 Tank, 5000 gallon Cone
bottom 934.00 1,550.00 1,090.00
68. 1 Mixer, motor #262437 300.00 Incl. Incl.
69. 1 Pump, Model #02AV1 -
serial #139667 215.10 Incl. Incl.
70. 1 Pump, Model #02AV1 -
Serial #139668 215.10 Incl. Incl.
71. 1 Screw Conveyor Unit A-5
HP 1,457.34 Incl. Incl.
72. 1 Screw Conveyor Unit B- 1,203.33 Incl. Incl.
3HP
73. 1 Screw Conveyor Unit C-3
HP 1,167.33 Incl. Incl.
74. 1 Mixer B-P #5 - 4 HP 3,564.25 27,000.00 18,090.00
75. Miscellaneous piping 3,515.29 Incl. Incl.
76. 1 Steam boiler - model 4 3,795.00 4,900.00 2,500.00
LC
77. 1 Sodium Zeolite Softener)
) 380.00 600.00 360.00
78. 1 Blow Off tank )
79. 1 Pump, Moyno 819.50 Incl. Incl.
80. 1 Pump, Moyno 819.50 Incl. Incl.
81. 1 Motor #19181 - 10 HP 185.00 Incl. Incl.
82. 1 Motor #158206 - 10 HP 185.00 Incl. Incl.
83. 1 Tank 62.00 Incl. Incl.
84. 1 Tank 62.00 Incl. Incl.
-12-
FACTORY MACHINERY AND EQUIPMENT
No. Of Original Replacement Value at
Item Units Description Cost Cost 9-12-67
---- ----- ----------- ---- ---- -------
85. 1 Tank 60.67 Incl. Incl.
86. 1 Cutter, Used - 22" 340.00 745.00 495.00
87. 1 Ortho-O-Meter - #18387 330.00 Incl. Incl.
88. 2 Mixer Tanks 420.00 500.00 334.00
89. 1 Mixer - #931-Model FGS-1 )
) 1,006.90 2,940.00 2,003.00
90. 1 Mixer - #937-Model FGS-1 )
91. 1 Mixer - 50 Gallon 400.00 1,150.00 800.00
92. 1 Mixer - Used - 7 1/2 HP
#S 5251174 250.00 3,635.00 2,545.00
93. 1 Portable Pump 125.00 310.00 155.00
94. 1 Shears, 36" foot with 125.00 900.00 640.00
blades-used
95. 1 Condensate preheater
assembly #40393 153.20 Incl. Incl.
96. 1 Machine, Extrusion 1,685.00 3,177.00 1,000.00
97. 1 Wiring on equipment - 12,000.00 Incl. Incl.
lot
98. 1 Sweeper, Power with side 920.00 1,500.00 600.00
broom #V159-A
99. 1 Scale, Toledo fan #1174 225.00 225.00 150.00
---------- ---------- -----------
$89,634.03 275,000.00 $180,199.00
---------- ---------- -----------
---------- ---------- -----------
-13-
RECAPITULATION
OF
LEASED EQUIPMENT
NO. OF ORIGINAL REPLACEMENT VALUE AT
DESCRIPTION ITEMS COST COST 9-12-67
----------- ----- ---- ---- -------
Factory Machinery & Equipment 99 $ 89,634.03 $275,000.00 $180,199.00
Laboratory Equipment 16 11,490.27 18,000.00 12,613.00
Mobile Equipment 3 12,152.25 22,000.00 7,300.00
Office Equipment 58 5,647.39 8,000.00 4,935.50
--- ----------- ----------- ----------
TOTAL 176 $118,923.94 $323,000.00 205,047.50
--- ----------- ----------- ----------
--- ----------- ----------- ----------
-14-
MACHINERY LEASE
THIS LEASE AGREEMENT is made and entered into by and between XXXXXXX
X. XXXXX as Trustee of Trust A, and XXXXXXX X. XXXXX and XXXXXX X. XXXXXXX, as
Trustees of Trust B, under the WARNER X. XXXXX FAMILY TRUST, dated June 24,
1969, hereinafter referred to as "Xxxxx", and THE X.X. XXXXX COMPANY, a
California corporation, hereinafter referred to as "Company".
This Lease Agreement is premised as follows:
A. Under date of August 1, 1958, WARNER X. XXXXX, as Lessor, entered
into a "Machinery Lease" with Company, covering machinery, equipment, office
furniture and fixtures owned by Warner X. Xxxxx, and which were located on the
premises known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxx, owned by
him, which premises were leased on the same day to Company. That lease was
referred to as the "Ground Lease".
B. Said Machinery Lease was for a term of five (5) years, with
renewal privilege of three (3) successive five year terms. Subsequent to the
execution of said lease, Warner X. Xxxxx conveyed his interest in the machinery,
equipment, office furniture and fixtures, in trust, to Xxxxx.
C. During the past year the personal property, the subject of this
lease, was re-appraised by an independent appraisal company to ascertain its
fair rental value, and said company determined the fair rental value on a yearly
basis.
D. The parties now desire to amend and renew said lease and to
restate its terms.
1
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties herein stated, IT IS AGREED as follows:
1. Company leases from Xxxxx and Xxxxx leases to Company that
certain machinery and equipment and furniture and fixtures located on the Ground
Lease. Said machinery and equipment are described in the schedule thereof,
attached hereto, marked Schedule "A", which schedule also shows the appraisal
value of each item of machinery and equipment, and its present location. By
this reference said Schedule "A" is incorporated herein and made a part hereof.
2. The term of the lease is for twenty (20) years commencing on the
1st day of May, 1976 and terminating on the 30th day of April, 1996.
3. RENTAL. The rental for the initial five (5) years of the term of
the lease shall be $147,375.00, payable at the rate of $2,456.25 per month. The
first month's rental of the initial term shall be paid as of May 1, 1976, and on
or before the 1st day of each succeeding month thereafter, so long as this lease
is in force and effect. The rental shall be adjusted either upward or downward
for each subsequent five (5) year period of the term. Ninety (90) days prior to
the termination of each five (5) year term the parties shall confer and
negotiate for the rental of the succeeding five (5) year period of the lease.
If the parties are unable to agree upon such rental within thirty (30) days
prior to the termination date of any term, then the rental for such term shall
be settled by arbitration in accordance with the provisions of the Code of Civil
Procedure of the State of California.
4. Company, at its own cost and expense, shall maintain the leased
machinery and equipment in good and operative mechanical condition and shall not
allow the
2
machinery or equipment to be abused or to deteriorate, normal wear and tear
excepted. Should any of the machinery and equipment become unusable because of
obsolescence, but for no other reason, Company shall notify Xxxxx. If Xxxxx
elects to replace such obsolescent machinery and equipment, he may do so at his
own cost and expense. If Xxxxx elects not to replace such item or items of
machinery and equipment, the Company may make such replacement or replacements.
In the event that Company makes such replacement or replacements the rental for
the term shall be reduced by the ratio that the appraisal value of the item or
items replaced bears to the total appraisal value of all the items listed in
Schedule "A". As an illustration, if the appraised value of a particular item
was Ten Thousand Dollars ($10,000), and as the total appraised value of all
items listed in Schedule "A" was One Hundred Ninety-Six Thousand Five Hundred
Dollars ($196,500.00), then the rental commencing with the month subsequent to
the installation of such replacement item shall be reduced by 10,000/196,500.
5. Company, shall at its own cost and expense, keep such machinery
and equipment insured against loss or damage by fire and any other casualty and
shall cause said policy to cover both Company and Xxxxx. Such insurance shall
be in an amount equal to the full insurable value of such machinery and
equipment and shall be placed in a company or companies satisfactory to Xxxxx.
Xxxxx and Company shall be the named assured in such policies of such insurance
and all of such policies shall be delivered to Xxxxx and retained by him.
6. At all times during normal working hours during the term hereof,
Company shall allow Xxxxx free access to the demised premises for purposes of
inspection and for purposes of making such repairs as Xxxxx is required to make
by the terms of this lease, or which Xxxxx may xxxx necessary for his protection
or the protection of the property.
3
7. In the event that the Ground Lease referred to in Paragraph A of
the Recitals herein is terminated for any reason whatsoever, this Agreement
shall automatically terminate concurrently with the termination of the Ground
Lease and without further action of the parties.
8. Upon the termination of this Agreement for any reason whatsoever,
Company shall surrender all machinery and equipment herein leased to Xxxxx in as
good condition as received, normal wear and tear excepted.
9. Company shall not hypothecate or mortgage said machinery or
equipment or any part thereof. Neither shall Company suffer or permit any lien
or liens of whatsoever nature to attach against said machinery or equipment.
Xxxxx shall have the right but not the duty to affix to such machinery and
equipment metal tags or other appropriate markings to show that such machinery
and equipment is the property of Xxxxx and not the property of Company.
10. This Agreement shall not be assigned by the Company, whether by
of law or otherwise, unless Xxxxx should first consent thereto in writing. Any
assignment made without such consent shall be void. Should company be adjudged
insolvent or bankrupt or make a composition for creditors or make an assignment
for the benefit of creditors, this Agreement shall upon the occurrence of any
one or more than one of such events automatically cease and terminate without
further action of the parties. No creditors' committee, assignee for the
benefit of the creditors, referee, or trustee in bankruptcy shall under any
circumstances acquire any interest in this Agreement, or any interest in such
machinery and equipment, or the right to use the same or any part thereof. In
the event of the occurrence of any one or more than one of such events, Xxxxx
shall have the absolute right to enter into and upon the property covered by the
4
Ground Lease, remove all machinery and equipment or make such other disposition
thereof as he deems expedient. This latter right in Xxxxx is absolute, and
Xxxxx shall have such right with or without any claim or delivery proceedings or
without taking any other legal action.
11. Should the premises be destroyed by fire or other casualty, then
the parties hereto shall have the same rights as set forth in Paragraphs 10 and
16 of the Ground Lease which said paragraphs are incorporated herein by
reference as though set forth in full.
12. Notwithstanding any provisions of this Agreement to the contrary,
and particularly Paragraphs 2 and 3 hereof, should Xxxxx elect to replace a
piece of obsolescent machinery or equipment and should the replacement cost in
writing _______ of the assigned value of said equipment, as the same is shown on
the Schedule "A", then there shall be added to the total rental cost for the
machinery and equipment an additional rental which shall be negotiated by the
parties and which shall take into consideration the cost of such new item of
equipment in excess of the appraisal value shown on said schedule Exhibit "A"
and such rental shall provide sufficient return to cover the depreciation of
said equipment at least as rapidly as the depreciation allowed for income tax
purposes and to return a reasonable profit on the investment over the life of
the equipment. If mutual agreement cannot be reached as to a fair rental value
for such new equipment then each party hereto shall designate an arbitrator to
fix said rental rate and if the two arbitrators cannot agree they in turn will
select a third arbitrator and the decision of any two of the three arbitrators
shall be final and binding on the parties hereto. The cost of the third
arbitrator shall be borne mutually by the parties hereto.
5
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this 30th day of April, 1976.
XXXXXXX X. XXXXX
As Trustee of Trust A under the Warner
X. Xxxxx Family Trust
Dated June 24, 1969
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
XXXXXXX X. XXXXX
XXXXXXX X. XXXXX and
XXXXXX X. XXXXXXX
as Trustees of Trust B under the Warner
X. Xxxxx Family Trust
dated June 24, 1969
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
LESSORS
THE X.X. XXXXX COMPANY
By /s/ Warner Xxxxxxx Xxxxx
--------------------------------------
President
By /s/ W. A. Xxxxxx
--------------------------------------
Secretary
6
LESSEE
7
