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EXHIBIT 99.5
Ground Lease dated September 9, 1985 by and between Chevron Chemical Company
and Crown Zellerbach Corporation relating to the Orange, Texas Plant (the
rights and obligations of the lessee under the foregoing Lease have been
assigned ultimately to Printpack, Inc.).
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GROUND LEASE
THIS LEASE is made and executed on September 9, 1985 by and between
CHEVRON CHEMICAL COMPANY, a Delaware corporation, 0000 XxXxxxxx, Xxxxxxx, XX
00000 (hereinafter called "Lessor") , and CROWN ZELLERBACH CORPORATION, a
Nevada corporation, Xxx Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
(hereinafter called "Lessee").
I.
DESCRIPTION AND USE OF PREMISES
Lessor leases to Lessee and Lessee hires from Lessor, for, the purpose of
conducting thereon any lawful business and for no other purpose, those premises
located in the County of Orange, State of Texas, more particularly described as
CZ Tracts 3 through 6 on Exhibit A attached hereto. As used herein, the term
"Premises" refers to the real property described on Exhibit A and to any
improvements located thereon from time to time during the term of this lease.
II.
TERM
The term of this lease shall commence on the date it is signed and shall
end on December 31, 2000; provided, that either party may terminate this lease
effective at the end of any lease year upon three years' prior written notice
to the other party. A "lease year" for the purposes of this paragraph shall
correspond to a calendar year with the first lease year ending on December 31,
1985.
III.
RENT
(a) Lessee covenants, stipulates, and agrees to pay Lessor as rental for
the demised premises the sum of one dollar ($1.00) per year during the term of
this lease. Until Lessee receives other instructions in writing from Lessor,
Lessee should pay all rentals under this lease to Lessor at the office of
Lessor above stated.
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(b) As additional rent Lessee agrees to pay all taxes or assessments,
general or special, paid or charged to Lessor in any lease year on the
premises, provided, that Lessee shall have the right to contest the amount or
valuation method of any such tax or assessment. Lessor shall notify Lessee of
any such tax or assessment in sufficient time to permit Lessee to contest the
same if Lessee so desires. Lessor shall cooperate in any such contest by
Lessee, provided, that Lessee shall bear the entire expense and shall reimburse
Lessor for any cost it incurs because of such contest.
IV.
CONSTRUCTION OF IMPROVEMENTS
Lessee shall have the right, to construct on the premises at any time
during the term of this lease, the improvements described in Exhibit B together
with any other facility, appurtenance, or improvement necessary or desirable to
support such improvements. All construction hereunder shall be in conformance
with all building codes and other applicable laws and regulations. Lessee
shall use licensed contractors to do all of the construction hereunder and the
facilities shall be constructed in a workmanlike manner.
V.
FURTHER CONSTRUCTION AND ENCUMBRANCE
Lessee shall have the right to repair, demolish, remove, alter or modify
the improvements constructed pursuant to the preceding paragraph so long as any
such change does not diminish the market value of the premises immediately
prior to such alteration. Lessor further agrees to grant any easement or
right-of-way reasonably necessary to provide utility or other essential
services to the improvements operated by Lessee hereunder.
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VI.
UTILITIES AND ADDITIONAL USE THEREOF
Lessor has caused to be constructed and brought into premises occupied by
Lessee that are adjacent to the leased premises railroad trackage, water and
steam lines, sewer pipes, gas mains, and other necessary utilities. Lessee's
right to the use thereof on the leased premises shall be in common with Lessor
or any other tenant or customer of Lessor and Lessor reserves the right to
itself, its agents and employees to connect into or attach to or extend and
utilize any of the aforesaid utilities and facilities, together with the right
to enter into and upon the leased premises for such purposes and the
maintenance or relocation thereof.
The repair and maintenance of such utilities shall be done by Lessor at
its cost, and Lessee expressly waives any liability on the part of Lessor for
the manner or means of making any repairs or maintenance thereof; provided that
no additional use thereof shall be commenced after the commencement of the term
of this lease which will under normal conditions interfere with the use thereof
by the Lessee reasonably foreseeable at such date, and in no event shall Lessor
be liable to Lessee for the failure of the operation of any of such utilities.
All cost of repair and maintenance shall be borne by Lessee, except in the
event the utility is being utilized by others including Landlord, whose
continued use thereof requires such maintenance and repairs, then Lessee shall
bear such part of the costs as Lessee's use of such utility bears to the
combined usage of Lessee and such other user or users.
VII.
REPAIRS
(a) Lessee shall, throughout the term of this lease, at its own cost,
without any expense to Lessor, keep and maintain the premises, including all
buildings and improvements of every kind which may be a part thereof, and all
appurtenances thereto,
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including adjacent sidewalks, in good, sanitary, and neat order, condition or
repair and, except as specifically provided herein, restore and rehabilitate
any improvements of any kind which may be destroyed or damaged by fire,
casualty, or any other cause whatsoever. Lessor shall not be obligated to make
any repairs, replacements, or any renewals of any kind, to the premises or any
buildings or improvements thereon. Lessee shall comply with and abide by all
Federal, state, county, municipal and other governmental statutes, ordinances,
laws and regulations affecting the premises, the improvements thereon or any
activity or condition on or in such premises.
(b) The damage, destruction or partial destruction of any building or
other improvement which is a part of the premises shall not release Lessee from
any obligation hereunder, except as hereafter expressly provided.
(c) Anything to the contrary in subparagraph (a) of this paragraph
notwithstanding, in case of destruction of the improvements to be constructed
on the premises or damage thereto from any cause so as to make it untenantable,
occurring at any time during the term of this lease, Lessee, if not then in
default hereunder, may elect to terminate this lease by written notice served
on Lessor within thirty (30) days after occurrence of such damage or
destruction. In the event of such termination Lessee shall restore the
premises to their original condition as they existed at the commencement of
this lease. Upon such termination, rent, taxes, assessments, and any other
sums payable by Lessee to Lessor hereunder shall be prorated as of the
termination date, and in the event any rent, taxes, or assessments shall have
been paid in advance, Lessor shall rebate the same for the unexpired period for
which payment shall be made.
VIII.
LIENS
(a) Lessee shall keep the premises and every part thereof and all
buildings and other improvements at any time located thereon free and clear of
any and all mechanics',
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materialmens', and other liens arising out of or in connection with work or
labor done, services performed, or materials or appliances used or furnished
for or in connection with any operations of Lessee, any alteration, improvement
or repairs or additions which Lessee may make or permit or cause to be made, or
any work or construction, by, for, or permitted by Lessee on or about the
premises or any obligations of any kind incurred by Lessee, and Lessee agrees
at all times, promptly to pay and discharge any and all claims on which any
such lien may or could be based, and indemnify Lessor against all such liens
and claims of liens and suits or other proceedings pertaining thereto.
(b) If Lessee desires to contest any such lien it shall notify Lessor of
its intention to do so within twenty (20) days after it receives notice of the
filing of such lien. In such case and provided that Lessee shall, on demand,
protect Lessor by good and sufficient surety bond against any such lien and any
cost, liability or damage arising out of such contest, Lessee shall not be in
default hereunder unless Lessee shall fail to discharge such lien to the extent
held valid within thirty (30) days after the final determination of the
validity thereof. In the event of any such contest Lessee shall protect and
indemnify Lessor against all costs, expenses, and damages resulting therefrom.
IX.
FIXTURES
Lessee may, at its own expense, upon termination of this lease, remove
from said premises any structures, fixtures, furnishings, or equipment which
Lessee may have constructed, installed or otherwise supplied, during its
occupancy of the premises. Lessee agrees to repair any damage that may be done
to the premises resulting from the removal of such structures, fixtures,
furnishings and equipment.
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X.
INDEMNIFICATION
Lessee agrees to indemnify and hold Lessor harmless form all claims and
causes of action for damage to the property or injury to a person or persons
occurring, on or about the premises or arising out of the use and operation of
the leased premises by Lessee except to the extent such claims result from the
negligence or actions of Lessor, its agents, contractors, or employees.
XI.
ASSIGNMENT OR SUBLETTING
This lease may not be assigned or sublet by Lessee in whole or in part
without the written consent of Lessor, In the event of such assignment or
subletting Lessee shall remain responsible for performance of the terms and
conditions of this lease, and shall not be released therefrom. Lessor shall
have the right to refuse any sublease or assignment without cause provided that
in the event of such refusal Lessee may terminate this lease.
XII.
DEFAULTS
If Lessee shall default in the payment of any rent herein reserved or in
the performance of any of its obligations under this lease, and if the Lessor
shall give the Lessee notice in writing of such default and Lessee shall fail
to cure the default within thirty (30) days after the date of receipt of such
notice or if the default should be of such character as to require more than
thirty (30) days to cure and Lessee shall fail to use reasonable diligence in
curing such default, then and in any such event the Lessor may at Lessor's
option, terminate this lease. In the event (a) Lessee shall cease its
operations on the leased premises for a period of six (6) months, or (b) Lessee
should abandon the leased premises, then Lessor may, at its election terminate
this lease by written notice thereof to Lessee; provided, however, should
Lessee's cessation of operations be due to acts of God,
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strikes, war, force majeure, or other causes beyond the reasonable control of
Lessee, then (unless such termination is authorized by other provisions of this
lease) during such period or cessation, Lessor may not cancel this lease. Upon
such termination hereinabove described, Lessor may reenter the leased premises
without further notice or demand without being in any matter liable therefor,
and Lessor may hold the leased premises free from any further liability as may
have arisen theretofore, or Lessor may enter the leased premises as aforesaid
and, as agent of Lessee, relet the same for the balance of the term of this
lease or for a shorter or longer term and may receive the rent therefor, and
apply the same first to the payment of the expense of such reletting and second
to the payment of rent due and to become due by this lease, Lessee remaining
liable for and agreeing to pay any deficiency. The filing of any petition of
bankruptcy or insolvency, or for reorganization under the Bankruptcy Act, or an
assignment for the benefit of the creditors by Lessee unless the foregoing
events be vacated, cancelled or nullified within a period of sixty (60) days,
shall constitute a default by Lessee under the terms of this lease.
XIII.
LIABILITY INSURANCE
Lessee agrees to carry liability insurance naming the Lessor as an
additional insured in an amount of at least $500,000.00 coverage as to injury
to death of any one person, $1,000,000.00 coverage as to injury or death
arising out of any occurrence. Such insurance shall protect the Lessor from
any injury and damage as aforesaid, and occurring in, on or about the leased
premises during the term of this lease. Lessee shall further carry Worker's
Compensation covering its employees. All such policies will include a waiver
of subrogation in favor of Lessor. Should Lessee maintain physical damage
insurance on its machinery, equipment, supplies and inventories as well as all
other property on the based premises, such policy or policies shall include a
waiver of subrogation in favor of Lessor.
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In addition, Lessor agrees to provide Lessee with a similar waiver of
subrogation from any insurer providing coverage to property of Lessor adjacent
or proximate to the premises.
XIV.
NOTICES
All notices under this lease shall be in writing and shall be sent to the
respective party by telex or by registered United States Mail, postage prepaid,
return receipt requested, and notice to the Lessor shall be addressed to Lessor
at the address heretofore stated and to Lessee at the address heretofore
stated. The respective parties may change the address to which they desire
notices be sent by written notice to other party. Notices shall be deemed to
have been delivered as of the time they are secured.
XV.
INSPECTION
Lessor reserves the right to enter into and upon the leased premises at
all times for the purpose of inspection, compliance with governmental
regulations or requests, preservation of the property, and for any other reason
not unreasonably in conflict with Tenant's use of the premises.
XVI.
HAZARDOUS WASTE ACTIVITIES
Lessee shall at all times during the term of this lease, comply with all
federal, state and local laws, regulations, standards and orders, including the
Resource Conservation and Recovery Act and the Comprehensive Environmental
Response, Compensation and Liability Act and all regulations derived therefrom
relating to the storage, treatment or disposal of hazardous substances and of
wastes on the premises. Lessee agrees to defend and indemnify Lessor from and
against all claims, proceedings and suits, of whatever nature associated with
the storage, treatment, disposal or use of waste materials and any hazardous
chemical or substance by Lessee.
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IN WITNESS WHEREOF, Lessor and Lessee have caused this lease to be duly
executed the day and year first above written.
WITNESS: CHEVRON CHEMICAL COMPANY
/s/ By: /s/
----------------------------- ---------------------------
WITNESS: CROWN ZELLERBACH CORPORATION
/s/ By: /s/
----------------------------- ----------------------------
Vice President
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EXHIBIT A
Page 1 of 6
CROWN ZELLERBACH 1985 ADDITIONAL AREA (CZ TRACT 3)
All that certain tract or parcel of land lying and being situated in
Orange County, Texas, a part of the XXXXXXX XXXX SURVEY, ABSTRACT NO. 16 and
being a part of that certain tract of land described in instrument from Xxxxxxx
Chemical Company to Gulf Oil Corporation dated April 30, 1964 and recorded in
Volume 320, Page 119 of the Deed Records of Orange County, Texas, said tract
herein described being more particularly described as follows:
COMMENCING at a 2-inch bronze plate set in a 4-inch by 4-inch concrete
monument for an angle point in the east line of the above referenced Gulf Oil
Corporation tract and the northeast corner of that certain tract of land
described as "First Tract" in instrument from H. J. L. Xxxxx to Xxxxxxx
Chemical Company dated May 22, 1953 and recorded in Volume 155, Page 270 of the
Deed Records of Orange County, Texas, said corner being in the west line of a
250-foot wide access strip of land formerly retained by the above said H. J. L.
Xxxxx;
THENCE North 1 deg. 54 min. 30 sec. West along and with the said west line
of the 250-foot wide access strip a distance of 2,413.04 feet to a point for
corner;
THENCE South 87 deg. 59 min. 12 sec. West a distance of 46.83 feet to an
existing chain link fence corner post for the northeast corner and POINT OF
BEGINNING of the tract herein described;
THENCE South 1 deg. 50 min. 05 sec. East along and with a southerly
extension of an existing chain link fence a distance of 100.00 feet to the
southeast corner of the tract herein described;
THENCE South 87 deg. 59 min. 12 sec. West a distance of 386.84 feet to the
southwest corner of the tract herein described;
THENCE North 1 deg. 46 min. 18 sec. West along and with a southerly
extension of an existing chain link fence a distance of 100.00 feet to an
existing chain link fence corner post for the northwest corner of the tract
herein described;
THENCE North 87 deg. 59 min. 12 sec. East along and with an existing chain
link fence a distance of 386.73 feet to the POINT OF BEGINNING and
Containing 0.888 acre of land, more or less.
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EXHIBIT A
Page 2 of 6
CROWN ZELLERBACH 1985 ADDITIONAL AREA (CZ TRACT 4)
All that certain tract or parcel of land lying and being situated in
Orange County, Texas, a part of the XXXXXXX XXXX SURVEY, ABSTRACT NO. 16 and
being a part of that certain tract of land described in instrument from Xxxxxxx
Chemical Company to Gulf Oil Corporation dated April 30, 1964 and recorded in
Volume 320, Page 119 of the Deed Records of Orange County, Texas, said tract
herein described being more particularly described as follows:
COMMENCING at a 2-inch bronze plate set in a 4-inch by 4-inch concrete
monument for an angle point in the east line of the above referenced Gulf Oil
Corporation tract and the northeast corner of that certain tract of land
described as "First Tract" in instrument from H. J. L. Xxxxx to Xxxxxxx
Chemical Company dated May 22, 1953 and recorded in Volume 155, Page 270 of the
Deed Records of Orange County, Texas, said corner being in the west line of a
250-foot wide access strip of land formerly retained by the above said H. J. L.
Xxxxx;
THENCE North 1 deg. 54 min. 30 sec. West along and with the said west line
of the 250-foot wide access strip a distance of 2,413.04 feet to a point for
corner;
THENCE South 87 deg. 59 min. 12 sec. West passing at a distance of 46.83
feet an existing chain link fence corner post, and continuing (South 87 deg. 59
min. 12 sec. West) along and with an existing chain link fence a total distance
of 433.56 feet to an existing chain link fence corner post for corner;
THENCE North 1 deg. 46 min. 18 sec. West continuing along and with an
existing chain link fence a distance of 137.72 feet to the southeast corner and
POINT OF BEGINNING of the tract herein described;
THENCE South 88 deg. 13 min. 42 sec. West along and with a line which is
perpendicular to the above said existing chain link fence a distance of 150.00
feet to the southwest corner of the tract herein described;
THENCE North 1 deg. 46 min. 18 sec. West parallel with the above said
existing chain link fence a distance of 150.00 feet to the northwest corner of
the tract herein described;
THENCE North 88 deg. 13 min. 42 sec. East along and with a line which is
perpendicular to the above said existing chain link fence a distance of 150.00
feet to the said existing chain link fence for the northeast corner of the
tract herein described;
THENCE South 1 deg. 46 min. 18 sec. East along and with the said existing
chain link fence a distance of 150.00 feet to the POINT OF BEGINNING and
Containing 0.517 acre of land, more or less.
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EXHIBIT A
Page 3 of 6
CROWN ZELLERBACH 1985 ADDITIONAL AREA (CZ TRACT 5)
All that certain tract or parcel of land lying and being situated in
Orange County, Texas, a part of the XXXXXXX XXXX SURVEY, ABSTRACT NO. 16 and
being a part of that certain tract of land described in instrument from Xxxxxxx
Chemical Company to Gulf Oil Corporation dated April 30, 1964 and recorded in
Volume 320, Page 119 of the Deed Records of Orange County, Texas, said tract
herein described being more particularly described as follows:
COMMENCING at a 2-inch bronze plate set in a 4-inch by 4-inch concrete
monument for an angle point in the east line of the above referenced Gulf Oil
Corporation tract and the northeast corner of that certain tract of land
described as "First Tract" in instrument from H. J. L. Xxxxx to Xxxxxxx
Chemical Company dated May 22, 1953 and recorded in Volume 155, Page 270 of the
Deed Records of Orange County, Texas, said corner being in the west line of a
250-foot wide access strip of land formerly retained by the above said H. J. L.
Xxxxx;
THENCE North 1 deg. 54 min. 30 sec. West along and with the said west line
of the 250-foot wide access strip a distance of 2,413.04 feet to a point for
corner;
THENCE South 87 deg. 59 min. 12 sec. West passing at a distance of 46.83
feet an existing chain link fence corner post, and continuing (South 87 deg. 59
min. 12 sec. West) along and with an existing chain link fence a total distance
of 433.56 feet to an existing chain link fence corner post for corner;
THENCE North 1 deg. 46 min. 18 sec. West continuing along and with an
existing chain link fence a distance of 466.22 feet to the southeast corner and
POINT OF BEGINNING of the tract herein described;
THENCE South 68 deg. 13 min. 42 sec. West along and with a line which is
approximately parallel with and 10 feet northeasterly from an existing drainage
ditch a distance of 76.36 feet to the southwest corner of the tract herein
described;
THENCE North 1 deg. 46 min., 18 sec. West parallel with the above said
existing chain link fence a distance of 137.05 feet to the northwest corner of
the tract herein described;
THENCE North 88 deg. 13 min. 42 sec. East along and with a line which is
perpendicular to the above said chain link fence a distance of 70.00 feet to
the said existing chain link fence for the northeast corner of the tract herein
described;
THENCE South 1 deg. 46 min. 18 sec. East along and with the above said
existing chain link fence a distance of 167.55 feet to the POINT OF BEGINNING
and
Containing 0.245 acre of land, more or less.
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EXHIBIT A
Page 4 of 6
CROWN ZELLERBACH 1985 ADDITIONAL AREA (CZ TRACT 6)
All that certain tract or parcel of land lying and being situated in
Orange County, Texas, a part of the XXXXXXX XXXX SURVEY, ABSTRACT NO. 16 and
being a part of that certain tract of land described in instrument from Xxxxxxx
Chemical Company to Gulf Oil Corporation dated April 30, 1964 and recorded in
Volume 320, Page 119 of the Deed Records of Orange County, Texas, said tract
herein described being more particularly described as follows:
COMMENCING at a 2-inch bronze plate set in a 4-inch by 4-inch concrete
monument for an angle point in the east line of the above referenced Gulf Oil
Corporation tract and the northeast corner of that certain tract of land
described as "First Tract" in instrument from H. J. L. Xxxxx to Xxxxxxx
Chemical Company dated May 22, 1953 and recorded in Volume 155, Page 270 of the
Deed Records of Orange County, Texas, said corner being in the west line of a
250-foot wide access strip of land formerly retained by the above said H. J. L.
Xxxxx;
THENCE North 1 deg. 54 min. 30 sec. West along and with the said west line
of the 250-foot wide access strip a distance of 2,413.04 feet to a point for
corner;
THENCE South 87 deg. 59 min. 12 sec. West passing at a distance of 46.83
feet an existing chain link fence corner post, and continuing (South 87 deg. 59
min. 12 sec. West) along and with an existing chain link fence a total distance
of 433.56 feet to an existing chain link fence corner post for corner;
THENCE North 1 deg. 46 min. 18 sec. West continuing along and with an
existing chain link fence a distance of 822.77 feet to an existing chain link
fence corner post for corner;
THENCE North 87 deg. 51 min. 15 sec. East continuing along and with and
existing chain link fence a distance of 121.80 feet to an existing chain link
fence corner post for corner;
THENCE North 3 deg. 39 min. 20 sec. West continuing along and with an
existing chain link fence a distance of 79.59 feet to an existing chain link
fence corner post for the southwest corner and POINT OF BEGINNING of the tract
herein described;
THENCE continuing North 3 deg. 39 min. 20 sec. West along and with a
northerly extension of the said existing chain link fence a distance of 75.00
feet to the northwest corner of the tract herein described;
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EXHIBIT A
Page 5 of 6
CROWN ZELLERBACH 1985 ADDITIONAL AREA (CZ TRACT 6)
THENCE North 87 deg. 44 min. 21 sec. East a distance of 201.13 feet to the
Northeast corner of the tract herein described;
THENCE South 1 deg. 05 min. 16 sec. East along a northerly extension of an
existing chain link fence a distance of 75.00 feet to an existing chain link
fence corner post for the southeast corner of the tract herein described;
THENCE South 87 deg. 44 min. 28 sec. West along and with an existing chain
link fence a distance of 197.77 feet to the POINT OF BEGINNING and
Containing 0.343 acre of land, more or less.
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EXHIBIT A
Page 6 of 6
[Diagram]
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EXHIBIT B
Purposes for Which Premises May Be Used
Tract Purpose
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CZ Tract 3 Space to rear of plant - short range plans contemplate an expansion
of the present warehouse which will result in a loss of yard, and
truck access and parking area; additional area will be paved and/or
blacktopped.
CZ Tract 4 Parking Lot - minor grading and black topping.
CZ Tract 5 Refrigeration Expansion - a metal walled structure on a concrete
pad to house additional compressors serving expanded plant
capacity; will be similar to present refrigeration installation.
CZ Tract 6 Parking Lot - minor grading and blacktopping.
