STATE OF ALABAMA
XXXXXXX COUNTY
LEASE AGREEMENT
This lease agreement is made and entered into on November 18, 1994, by and
between XXXXXXX COUNTY ECONOMIC DEVELOPMENT COUNCIL, a public corporation,
("Lessor"), and UNITED DEFENSE LP, a Delaware partnership, ("Lessee").
ARTICLE 1. DEMISE, DESCRIPTION, USE, TERM, AND RENT
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, that
certain property, hereinafter called the "leased premises", situated in the City
of Anniston, Xxxxxxx County, Alabama, and described as follows:
SEE ATTACHED PROPERTY DESCRIPTION
commencing on June 1, 1994, and ending on May 31, 1998 for the rent payable as
specified in Article 2.
ARTICLE 2. RENT
MINIMUM RENT
2.01. Lessee shall pay Lessor at X.X. Xxx 0000, Xxxxxxxx, XX 00000, or
at such other place as the Lessor shall designate from time to time in writing,
as rent for the leased premises, as follows:
(a) Twenty Thousand Eight Hundred Thirty-three and 33/100
($20,883.33) per month, payable on the first day of each month during the term
of this Lease.
EFFECT OF DEFAULT IN RENT AND OTHER PAYMENTS
2.02. If Lessee defaults in the payment of any installment of rent
hereunder, such installment shall bear interest at the rate of 12 percent per
annum from the day it is due until actually paid. In like manner, all other
obligations, benefits, and moneys which may become due to Lessor from Lessee
under the terms hereof, or which are paid by Lessor because of Lessee's default
hereunder, shall bear interest at the rate of 12 percent per annum from the due
date until paid, or, in the case of sums paid by Lessor, because of Lessee's
default hereunder, from the date such payments are made by Lessor until the date
Lessor is reimbursed by Lessee therefor.
ARTICLE 3. TAXES AND ASSESSMENTS
ADDITIONAL RENT - PAYMENTS IN LIEU OF SCHOOL TAXES
3.01. (a) Lessor and Lessee acknowledge that, under present law, the
leased premises, so long as it is owned by the Lessor is exempt from ad valorem
taxation by the State of Alabama
or any other political or taxing subdivision thereof, including Xxxxxxx County.
Nonetheless, the Lessee hereby agrees to make annual additional rent payments to
the Anniston City School System and the Xxxxxxx County School System in amounts
equal to the respective ad valorem school systems. Such annual payments shall
be due on December 31, 1994 and on each December 31 thereafter so long as the
Lease remains in effect. The amount of each such annual payment shall be
determined by the Tax Assessor of Xxxxxxx County, Alabama. Lessor shall provide
the Lessee with written notice of the amount of each such annual payment at
least thirty (30) days prior to the due date thereof.
Lessor acknowledges that the obligation of the Lessee to make the payment of
additional rent provided for in this section is conditioned upon the Leased
premises remaining exempt from ad valorem taxation throughout the period of time
to which such payment is referable. If, as a result of a change in law prior to
the termination of this Lease Agreement, the Leased premises become subject to
ad valorem taxes, the Lessee shall pay such taxes as additional rent.
HOLD HARMLESS CLAUSE
3.02. Lessee agrees to and shall protect and hold harmless Lessor and
the leased premises for liability for any and all personal property taxes,
personal property assessments, and personal property charges, together with any
interest, penalties, or other sums thereby imposed, and from any sale or other
proceeding to enforce payment thereof. This section is for the benefit of the
parties hereto and is not given to protect third parties.
SEPARATE ASSESSMENTS OF PERSONAL PROPERTY
3.03. During the term hereof, Lessee shall cause all taxes,
assessments, and other charges levied on or imposed on any of its personal
property situated in, on or about the leased premises to be levied on Lessee.
TAXES EXCLUDED
3.04. Nothing herein contained requires, or shall be construed to
require, Lessee (or any of its subtenants) to pay any property, gift, estate,
inheritance, or other tax assessed against Lessor or its heirs or successors and
assigns, or any income or other tax, assessment, charge, or levy on the rent
payable by Lessor under this lease.
ARTICLE 4. INSURANCE
4.01. Lessee agrees to and shall, within seven (7) days from the date
hereof, secure from a good and responsible company or companies doing insurance
business in the State of Alabama and maintain during the entire term of this
lease, the following insurance coverage:
(1) Public liability insurance in the minimum amount of One Million
and 00/100 Dollars ($1,000,000.00) for loss from an accident resulting in bodily
injury to or death of persons, and One Million and 00/100 Dollars
($1,000,000.00) for loss from an accident resulting
2
in damage to or destruction of property; and umbrella insurance coverage in the
amount of an additional One Million and 00/100 Dollars ($1,000,000.00).
(2) Fire and extended coverage insurance on Lessee's fixtures, goods,
wares, and merchandise in or on the leased premises, with coverage in an amount
of not less than its full replacement value.
4.02. Lessor agrees to and shall, within seven (7) days from the date
hereof, secure from a good and responsible company or companies doing insurance
business in the State of Alabama and maintain during the entire term of this
lease, the following insurance coverage:
(1) Fire and extended coverage insurance in an amount of not less
than 100% of the value of the leased premises and other improvements on the
leased premises, provided that insurance in that percentage can be obtained,
and, if not, then to the highest percentage that can be obtained less than the
said 100%, but in no event will said coverage be less than One Million Five
Hundred Thousand and 00/100 Dollars ($1,500,000.00).
(2) In the event that Lessor shall cause any work on the leased
premises to be done pursuant to the provisions of this Article 4, before said
work shall commence, it shall secure public liability insurance in the minimum
amount of One Million and 00/100 Dollars ($1,000,000.00) for loss from an
accident resulting in bodily injury to or death of persons, and One Million and
00/100 Dollars ($1,000,000.00) for loss from an accident resulting in damage to
or destruction of property; and umbrella insurance coverage to aggregate at
least an additional One Million and 00/100 Dollars ($1,000,000.00).
ADDITIONAL INSUREDS
4.03. Lessor and Lessee agree that the other shall be named as an
additional insured on the aforementioned policies of insurance with respect to
this lease only.
PROOF OF COVERAGE
4.04. Lessee and Lessor shall supply to each other appropriate
certificates of insurance evidencing such insurance which shall be delivered to
Lessor and Lessee.
PROTECTION AGAINST CANCELLATION
4.05. Proof must also be given by Lessor and Lessee, pursuant to
Paragraph 4.04, that each of the policies provided for in this article expressly
provides that the policy shall not be canceled or altered without 10 days' prior
written notice to the Lessor and Lessee.
FAILURE TO SECURE
4.06. If either party at any time during the term hereof should fail to
secure or maintain the foregoing insurance, the other party shall be permitted
to obtain such insurance in the defaulting party's name or as the agent of the
defaulting party and shall be compensated by the
3
defaulting party for the cost of the insurance premiums. The defaulting party
shall pay the other party interest on paid insurance premiums at the rate of 12
percent per annum computed from the date written notice is received that the
premiums have been paid.
PROCEEDS
4.07. Proceeds from any such policy or policies on the leased premises
shall be payable to Lessor, who shall use such proceeds to make repairs as
provided below.
FIRE AND CASUALTY DAMAGE
4.08. If the building or other improvements on the leased premises
should be damaged or destroyed by fire, flood, or other casualty, Lessee shall
give immediate written notice thereof to Lessor.
DESTRUCTION
(1) If the building on the leased premises should be totally
destroyed by fire, flood, tornado or other casualty or if it should be so
damaged that rebuilding or repairs cannot reasonably be completed within one
hundred (100) working days from the date of written notification by Lessee to
Lessor of the occurrence of the damage, this lease shall terminate and rent
shall be abated for the unexpired portion of this lease, effective as of the
date of said written notification.
PARTIAL DAMAGE
(2) If the building or other improvements on the lease premises
should be damaged by fire, flood, or other casualty, but not to such an extent
that rebuilding or repairs cannot reasonably be completed within one hundred
(100) working days from the date of written notification by Lessee to Lessor of
the occurrence of the damage, this lease shall not terminate, but Lessor shall,
if the casualty has occurred prior to the final six (6) months of the lease term
at their sole cost and risk proceed forthwith to rebuild or repair such building
and other improvements to substantially the same condition in which they existed
prior to such damage. If the casualty occurs during the final six (6) months of
the lease term, Lessor shall not be required to rebuild or repair such damage.
If the building and other improvements are to be rebuilt or repaired and are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be adjusted
equitably. In the event that Lessor should fail to complete such rebuilding or
repairs within one hundred (100) working days from the date of written
notification by Lessee to Lessor of the occurrence of the damage, Lessee may at
its option terminate this lease by written notification at such time to Lessor,
whereon all rights and obligations hereunder shall cease.
ARTICLE 5. UTILITIES
5.01. Lessee shall during the term hereof pay all charges for
telephone, gas electricity, sewage, and water used in or on the leased premises
and for the removal of rubbish therefrom
4
immediately on becoming due and shall hold Lessor harmless from any liability
therefor. Lessee further agrees to pay all charges for repairs to water meters
on the leased premises whether necessitated by ordinary wear and tear,
temperature extremes, accident, or any other causes. Such payments shall be
made immediately on become due.
ARTICLE 6. WASTE AND NUISANCE
6.01. Lessee shall not commit, or suffer to be committed, any waste on
the leased premises, nor shall he maintain, commit, or permit the maintenance or
commission of any nuisance on the leased premises or use the leased premises for
any unlawful purpose.
ARTICLE 7. REPAIRS AND MODIFICATIONS
LESSEE'S DUTY TO REPAIR AND MAINTAIN
7.01. Lessee agrees to keep the leased premises in good order and
repair, reasonable wear and tear (and damage by accident, fire, or other
casualty not resulting from Lessee's negligence) excepted. Lessee further
agrees to keep the leased premises clean, and to repair or replace all broken or
damaged doors, windows, plumbing fixtures and pipes, floors, stairways,
railings, or other portions of the leased premises. Lessee also agrees to
maintain the facilities appurtenant to the leased premises, including entryways
and awnings. Lessee shall keep the said pavements and appurtenances free of ice
and snow and trash and expressly agrees to assume sole liability for accidents
alleged to have been caused by their defective condition. Lessee will not burn
any trash of any kind in or about the building, nor keep or display any
merchandise or otherwise obstruct he sidewalks or areaways adjacent to the
premises without the written consent of Lessor. Lessee shall not use or permit
the use of any portion of said premises as sleeping apartments or lodging rooms.
Lessors shall maintain all pavement and curbing appurtenant to the leased
premises. Lessee agrees to do all maintenance and make all repairs required by
this paragraph in a good and workmanlike manner.
ARTICLE 8. ALTERATIONS, IMPROVEMENTS, AND FIXTURES
8.01. Lessee shall have the right to improve, add to, or alter the
leased premises and to install fixtures thereon with the written consent of
Lessor; provided, however, that he shall not remove any such improvements,
additions, alterations, or fixtures without the prior written consent of Lessor,
and provided further, that on expiration or sooner termination of this lease,
all improvements, including fixtures and any addition, alterations, or repair to
the premises placed on or made to the premises by Lessee during the term hereof,
shall revert to and become the absolute property of Lessor, free and clear of
any and all claims against them by Lessee or any third person, and Lessee hereby
agrees to hold Lessor harmless from any claims that may be made against such
improvements by any third persons. Lessor shall not unreasonably withhold his
consent for Lessee to make nonstructural alterations, additions, and
improvements. PROVIDED, HOWEVER, that Lessee shall be permitted to remove trade
fixtures from the leased premises at any time during the term hereof or within
ten (10) days after the expiration or sooner termination of this lease and not
otherwise if such removal of trade fixtures can be
5
effected without injury to the leased premises and if any such trade fixture
shall not have become, by the manner in which it is affixed, an integral part of
the leased premises.
8.02. Lessee shall have the right to erect signs on any portion of the
leased premises, including, but not limited to, the exterior walls of the
building, subject to applicable laws and deed restrictions. Lessee shall remove
all signs at the termination of this lease, and shall repair any damage and
close any holes caused by such removal.
ARTICLE 9. QUIET POSSESSION
COVENANT OF QUIET POSSESSION
9.01. Lessor shall, on the commencement date of the term of this Lease
as hereinabove set forth, place Lessee in quiet possession of the leased
premises and shall secure him in the quiet possession thereof against all
persons lawfully claiming the same during the entire lease term and each
extension thereof.
COVENANT REGARDING ENCUMBRANCES
9.02. (1) Lessor covenants that the leased premises are not subject to
any lien, claim, or encumbrance, except as hereinafter set forth, and that it is
not in default or arrears in the making of any payment or the performance of any
obligation relating to the leased premises.
(2) The leased premises are subject to the following:
(a) Mortgage to South Trust Bank of Xxxxxxx County, N.A. dated
January 6th, 1994 in the amount of $1,500,000.00, and recorded in
Book 1905, Page 83, in the Office of the Probate Judge of Xxxxxxx
County, Alabama.
ARTICLE 10. TERMINATION OR EXTENSION
OPTION TO EXTEND
10.01. Lessee is hereby granted and shall, if not at the time in default
under this lease, have an option to extend the term of this Lease in five
successive periods of one year each, but otherwise on the same terms,
covenants, and conditions herein contained.
RENT FOR ADDITIONAL TERM
10.02. The rent for each additional term, which Lessee agrees to pay on
the same basis and in the same periodic installments as the original rent, shall
be the greater of:
(a) the amount of rent which was payable for the next preceding
rental term, whether original or renewal; or
6
(b) the rent due in the preceding subparagraph (a) multiplied by the
Comparative Index and divided by the Base Index.
NOTE: for purposes of the above calculation, the term "Consumer Price Index
shall mean the Consumer Price Index for all Urban Customers, All Cities, as
determined by the United States Department of Labor, Bureau of Labor (1967
equals 100). The term "Comparative Index" shall mean the Consumer Price Index
published for the month of January next preceding the month when LESSEE
exercises its option to renew. The term "Base Index" shall mean the Consumer
Price Index in effect for the month of January of the year in which the previous
term began.
HOW EXERCISED
10.03. This option shall be exercised only by Lessee's delivering to
Lessor in person or by United States certified mail on or before December 1st,
1997, written notice of its election to extend the term of this lease for the
first one-year extension as herein provided; on or before December 1st, 1998,
written notice of its election to further extend the term of this lease for the
second one-year extension as herein provided; on or before December 1st, 1999,
written notice of its election to further extend the term of this lease for the
third one-year extension as herein provided; on or before December 1st 2001,
written notice of its election to further extend the term of this lease for the
fourth one-year extension as herein provided.
EFFECT OF HOLDING OVER
10.04. In the event Lessee does not extend the term of this Lease as
herein provided, and holds over beyond the expiration of the term hereof, such
holding over shall be deemed a month-to-month tenancy only, at the rental of
Thirty Thousand and 00/100 Dollars ($30,000.00) per month, payable on the 1st
day of each and every month thereafter until the tenancy is terminated in a
manner provided by law.
ARTICLE 11. SURRENDER OF PREMISES
11.01. Lessee shall, without demand therefor and at his own cost and
expense within fifteen (15) days after expiration or sooner termination of the
term hereof or of any extended term hereof remove all property belonging to him
and all alterations, additions, or improvements, and fixtures which by the terms
hereof he is permitted to remove; repair all damage to the leased premises
caused by such removal; and restore the eased premises to the condition they
were in prior to the installation of the property so removed. Any property not
so removed shall be deemed to have been abandoned by Lessee and may be retained
or disposed of by Lessor.
SURRENDER
11.02. Lessee agrees to and shall, on expiration or sooner termination
of the term hereof promptly surrender and deliver the leased premises to Lessor
without demand therefor in good condition, ordinary wear and tear and damage by
the elements, fire, or act of God, or by other cause beyond the reasonable
control of Lessee excepted.
7
ARTICLE 12. CONDEMNATION
ALL OF PREMISES
12.01. If during the term of this lease or any extension or renewal
thereof, all of the leased premises should be taken for any public or
quasi-public use under any law, ordinance, or regulation or by right of eminent
domain, or should be sold to the condemning authority under threat of
condemnation, this lease shall terminate and the rent shall be abated during the
unexpired portion of this lease, effective as of the date of the taking of said
premises by the condemning authority.
PARTIAL
12.02. If less than all of the leased premises shall be taken for any
public or quasi-public use under any law ordinance, or regulation, or by right
of eminent domain, or should be sold to the condemning authority under threat of
condemnation, this lease shall not terminate but Lessor shall forthwith at their
sole expense, restore and reconstruct the building and other improvements,
situated on the leased premises, provided such restoration and reconstruction
shall make the same reasonably tenantable and suitable for the uses for which
the premises are leased. The rent payable hereunder during the unexpired
portion of this lease shall be adjusted equitably.
ALLOCATION OF AWARDS
12.03. Lessor and Lessee shall each be entitled to receive and retain
such separate awards and portions of lump-sum awards as may be allocated to
their respective interests in any condemnation proceedings. The termination of
this lease shall not affect the rights of the respective parties to such awards.
ARTICLE 13. DEFAULTS AND REMEDIES
13.01. If Lessee shall allow the rent to be in arrears more than ten
(10) days after written notice of such delinquency, or shall remain in default
under any other condition of this lease for a period of ten (10) days after
written notice from Lessor, or should any other person than Lessee secure
possession of the premises, or any part thereof, by reasons of any receivership,
bankruptcy proceedings, or other operation of law in any manner whatsoever,
Lessor may at its option, without notice to Lessee, terminate this Lease and
declare all rental payments to be made pursuant to this Lease immediately due
and payable, or, in the alternative, Lessor may re-enter and take possession of
said premises and remove all persons and property therefrom, without being
deemed guilty of any manner of trespass, and relet the premises or any part
thereof, for all or any part of the remainder of said term, to a party
satisfactory to Lessor, and at such monthly rental as Lessor may with reasonable
diligence be able to secure. Should Lessor be unable to relet after reasonable
efforts to do so, or should such monthly rental be less than the rental Lessee
was obligated to pay under this lease, or any renewal thereof, plus the expense
of reletting, then Lessee shall pay the amount of such deficiency to Lessor.
8
It is expressly agreed that in the event of default by Lessee hereunder,
Lessor shall have a lien upon all goods, chattels, or personal property of any
description belonging to Lessee which are placed in, or become a part of, the
leased premises, as security for rent due and to become due for the remainder of
the current lease term, which lien shall not be in lieu of or in any way affect
any statutory Lessor's liens given by law, but shall be cumulative thereto; and
Lessee hereby grants to Lessor a security interest in all such personal property
placed in said leased premises for such purposes. This shall not prevent the
sale by Lessee of any merchandise in the ordinary course of business free of
such lien to Lessor. In the event Lessor exercise the option to terminate the
leasehold, and to re-enter and relet the premises as provided in the preceding
paragraph, then Lessor may take possession of all of Lessee's property on the
premises and sell the same at public or private sale after giving Lessee
reasonable notice of the time and place of any public sale or of the time after
which any private sale is to be made, for cash or on credit, or for such prices
and terms as Lessor deem best, with or without having the property present at
such sale. The proceeds of such sale shall be applied first to the necessary
and proper expense of removing, storing and selling such property, then to the
payment of any rent due or to become due under this lease, with the balance, if
any, to be paid to Lessee.
All rights and remedies of Lessor under this lease shall be cumulative, and
none shall exclude any other right or remedy at law. Such rights and remedies
may be exercised and enforced concurrently and whenever and as often as occasion
therefor arises.
DEFAULT BY LESSOR
13.02. If Lessor default in the performance of any term, covenant, or
condition required to be performed by them under this agreement, Lessee may
elect either one of the following:
(1) After not less than ten (10) days' notice to Lessor, Lessee may
remedy such default by any necessary action, and in connection with such remedy
may pay expenses and employ counsel; all reasonable sums expended or obligations
incurred by Lessee in connection therewith shall be paid by Lessor to Lessee on
demand, and on failure of such reimbursement, Lessee may, in addition to any
other right or remedy that Lessee may have, deduct the costs and expenses
thereof from rent subsequently becoming due hereunder; or
(2) Elect to terminate this agreement on giving at least ten (10)
days' notice to Lessor of such intention, thereby terminating this agreement on
the date designated in such notice, unless Lessor shall have cured such default
prior to expiration of the ten (10)-day period.
ARTICLE 14. INSPECTION BY LESSOR
Lessee shall permit Lessor and their agents to enter into and upon the
leased premises at all reasonable times for the purpose of inspecting the same
or for the purpose of maintaining or making repairs or alterations to the
building.
9
ARTICLE 15. ASSIGNMENT AND SUBLEASE
ASSIGNMENT AND SUBLETTING BY LESSEE
15.01. Lessee shall have the right without the prior written consent of
Lessor to assign this Lease, and any interest therein, and to sublet the leased
premises, or any part thereof, or any right or privilege pertinent thereto,
provided each assignee assumes in writing all of Lessee's obligations under this
Lease, and Lessee shall remain liable for each and every obligation under this
Lease.
ASSIGNMENT BY LESSOR
15.02. It is understood that the Lessor contemplates assigning this
Lease or mortgaging the equipment, and that the assignee may assign it. All
rights of the Lessor under this Lease may be assigned, pledged mortgaged,
transferred, or otherwise disposed of, either in whole or in part, without
notice to the Lessee. If the Lessor assigns this Lease or the rentals due or to
become due hereunder or any other interest herein, whether as security for any
of its indebtedness or otherwise, no breach or default by the Lessor hereunder
or pursuant to any other agreement between the Lessor or Lessee, should there be
one, shall excuse performance by the Lessee of any provision hereunder. No such
assignee shall be obligated to perform any duty, covenant, or condition required
to be performed by the Lessor under the terms of this Lease.
SUBORDINATION TO FIRST MORTGAGE
NONDISTURBANCE AND ATTORNMENT
15.03. This Lease shall be subordinate to the mortgage to SouthTrust
Bank of Xxxxxxx County, N.A. set out in Paragraphs 9.02(2)(a), and shall further
become subordinate to any other mortgage of the entire fee interest of the
leased premises if and when a nondisturbance agreement in accordance with the
provisions of this paragraph is entered into in respect to such mortgage. such
nondisturbance agreement shall be in recordable form between Lessee and the
holder of such mortgage binding on such holder and on future holders of such
mortgage which shall provide in substance that so long as this Lease shall be in
effect:
(a) all condemnation awards and proceeds of insurance shall be
applied in the manner provided for in this Lease:
(b) neither such holder nor future holder of such mortgage shall name
or join Lessee as a party defendant of otherwise in any proceeding to enforce,
nor will this Lease or the term hereof be terminated or Lessee's possession of
the leased premises be disturbed (except as permitted by the provisions of this
Lease) or otherwise affected, by the enforcement of any rights given to any
holder of such mortgage, pursuant to the terms, covenants or conditions
contained in such mortgage or any other documents held by any holder or any
rights given to any holder as a matter of law; and
(c) neither such mortgage nor any security instrument in connection
therewith shall cover or be construed as subjecting to the lien
thereof any trade fixtures, signs or
10
other personal property at any time furnished or installed by
Lessee of Lessee's subtenants or licensees on the leased
premises, regardless of the manner of attachment thereof. Upon
request of the holder of a mortgage to which this Lease becomes
subordinate, Lessee shall execute, acknowledge and deliver to
such holder an agreement to attorn to such holder as Lessor, is
such holder becomes the Lessor hereunder, and not to make any
payment of rent for a period of more than one month in advance.
If the holder of any first mortgage of the entire fee interest of the
leased premises requires that this Lease have priority over such mortgage,
Lessee shall upon request of such holder, execute, acknowledge and deliver to
such holder an agreement acknowledging such priority. Lessor shall cooperate
fully with Lessee in obtaining a nondisturbance agreement from South Trust Bank,
N.A., and any other holder of a mortgage on the leased premises.
ARTICLE 16. MISCELLANEOUS
NOTICES AND ADDRESSES
16.01. All notices provided to be given under this agreement shall be
given by certified mail or registered mail, addressed to the proper party, at
the following address:
Lessor: XXXXXXX COUNTY ECONOMIC DEVELOPMENT COUNCIL
With copy to: Xxxxxxxx & Xxxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxxx
Lessee: UNITED DEFENSE LP
X.X. Xxx 0000
Xxxxxxxx, XX 00000
PARTIES BOUND
16.02. This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this agreement.
APPLICABLE LAW
16.03. This agreement shall be construed under and in accordance with
the laws of the State of Alabama.
11
LEGAL CONSTRUCTION
16.04. In case any one or more of the provisions contained in this lease
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 thereof and this lease shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
SOLE AGREEMENT OF THE PARTIES
16.05. This lease constitutes the sole and only agreement of the parties
hereto and supersedes any prior understandings or written or oral agreements
between the parties respecting the subject matter within it.
AMENDMENT
16.06. No amendment, modification, or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof, and duly executed by the parties hereto. NOTE: BOTH PARTIES
ACKNOWLEDGE THAT A TRANSACTIONS CONTEMPLATED WHEREBY LESSOR WILL SELL
APPROXIMATELY 11.25 ACRES OF THE LEASED PREMISES TO XXXXX STATE TECHNICAL
COLLEGE, AND WILL CONTEMPORANEOUSLY PURCHASE APPROXIMATELY 9.5 ACRES OF
ADDITIONAL PROPERTY WHICH IT WILL INCLUDE AS PART OF THE LEASED PREMISES.
LESSOR AND LESSEE AGREE TO EXECUTE ALL DOCUMENTS AND TO DO ALL OTHER NECESSARY
ACTS TO ASSIST IN CLOSING OF SAID TRANSACTION SELLING THE 11.25 ACRES, AND TO
AMEND THIS LEASE TO INCLUDE THE 9.5 ACRES AS PART OF THE LEASED PREMISES.
RIGHTS AND REMEDIES CUMULATIVE
16.07. The rights and remedies provided by this lease 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.
WAIVER OF DEFAULT
16.08. No waiver by the parties hereto of any default or breach of any
term, condition, or covenant of this lease shall be deemed to be a waiver of any
other breach of the same or any other term, condition, or covenant contained
herein.
ATTORNEY'S FEES
16.09. In the event Lessor or Lessee breaches any of the terms of this
agreement whereby the party not in default employs attorneys to protect or
enforce its rights hereunder and prevails,
12
then the defaulting party agrees to pay the other party reasonable attorney's
fees so incurred by such other party.
EXCUSE
16.10. Neither Lessor nor Lessee shall be required to perform any term,
condition, or covenant in this lease so long as such performance is delayed or
prevented by any acts of God, strikes, lockouts, material or labor restrictions
by any governmental authority, civil riot, floods, and any other cause not
reasonably within the control of the Lessor or Lessee and which by the exercise
of due diligence Lessor or Lessee is unable, wholly or in part, to prevent or
overcome.
TIME OF ESSENCE
16.11. Time is of the essence of this agreement.
EXCULPATION OF LESSOR
16.12. If Lessor shall convey title to the demised premises pursuant to
a sale or exchange of property, the Lessor shall not be liable to Lessee or any
immediate or remote assignee or successor of Lessee as to any act or omission
from and after such conveyance.
IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this
agreement as of the day and year first above written.
XXXXXXX COUNTY ECONOMIC DEVELOPMENT
COUNCIL, Lessor
BY: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
ITS: Chairman
-----------------------------------------
/s/ Xxxxxx X. Xxxxxx
--------------------
WITNESS
UNITED DEFENSE LP, Lessee
BY: /s/ Xxxxx Xxxx
-----------------------------------------
ITS: Division Manager
-----------------------------------------
/s/ Xxxxx X. Xxxxxxx
--------------------
WITNESS
13
PROPERTY DESCRIPTION
Commencing at the SW corner of the NW 1/4 of the SE 1/4 of Section 21, Township
16 South, Range 8 East; thence North 00 deg. 00 min. 45 sec. East a distance of
219.50 ft. to a point; thence South 89 deg. 14 min. East a distance of 25 ft. to
the East right of way of Xxxxxxx Road and the point of beginning; thence North
00 deg. 00 min. 45 sec. East a distance of 940.5 ft. along said right of way to
a point; thence South 89 deg. 14 min. East a distance of 1295.00 ft. to a point;
thence South 00 deg. 00 min. 45 sec. West a distance of 1134.73 ft. to a point
on the North right of way Electronics Drive; thence North 89 deg. 14 min. West
along said right of way a distance of 1072.0 ft. to a point; thence North 23
deg. 56 min. West a distance of 214.12 ft. to a point; thence North 89 deg. 14
min. West a distance of 135.4 ft to the point of beginning.
Containing 32.2 acres, more or less, situated, lying and being in the NW 1/4 of
the SE 1/4 of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxx Xxxxxx,
Xxxxxxx.
LESS AND EXCEPT: Commencing at the SW corner of the NW 1/4 of the SE 1/4 of
Section 21, Township 16 South, Range 8 East; thence North along the half Section
line a distance of 219.5 ft. to a point; thence East at right angles a distance
of 25 ft. to a point; thence North and parallel to the half Section line a
distance of 940.5 ft. to a point; thence in an Easterly direction at an interior
angel of 89 deg. 15 min. a distance of 1295 ft. to the true point of beginning
of the parcel herein described; thence in a Southerly direction at an interior
angel of 90 deg. 45 min. a distance of 330 ft. to a point; thence in a Westerly
direction at an interior angle of 89 deg. 15 min. a distance of 10 ft. to a
point; thence in an Northerly direction at an interior angle of 90 deg. 45 min.
a distance of 330 ft. to a point; thence in an Easterly direction a distance of
10 ft. to the aforesaid true point of beginning. Containing .075 acres more or
less, lying in the NW 1/4 of the SE 1/4 of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx
0 Xxxx, Xxxxxxx Xxxxxx, Xxxxxxx.
14
