EXHIBIT 10.8
COMMERCIAL LEASE AGREEMENT
This Lease Agreement (hereinafter referred to as the "Lease") entered
into as of the date set forth below between J. Xxxxxxx Xxxxxxxx, an individual,
whose address is 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter referred
to as "Lessor") and United Wellhead Services, Inc., a Texas corporation, whose
address is Suite 950, Mercantile Bank Tower, 000 Xxxxx Xxxxx Xxxxxxxx, Xxxxxx
Xxxxxxx, Xxxxx 00000 (hereinafter referred to as "Lessee").
WITNESSETH:
1. LEASED PREMISES.
1.1 In consideration of the rents, terms, provisions and covenants of this
Lease, Lessor hereby leases, lets and demises to Lessee, and Lessee does hereby
lease and take from Lessor the land and all improvements, buildings and fixtures
located on the land, together with all appurtenances thereto located at Xxxxxx
Xxxx 00, Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxx (the "Leased Premises").
2. CONSTRUCTION BY LESSEE.
2.1 After the execution of this Lease, Lessor shall undertake to promptly
commence and complete an addition to the building comprising a part of the
Leased Premises in accordance with the plans and specifications set forth on
Exhibit A attached hereto and made a part hereof.
2.2 Any and all improvements, additions, alterations, modifications and
fixtures, except furniture, machinery, equipment and other trade fixtures,
constructed, placed or maintained on any part of the Leased Premises during the
Lease term shall be considered part of the real property of the premises and
shall remain on the Leased Premises and become the property of the Lessor upon
termination of this Lease.
2.3 Lessee shall have the right at any time during Lessee's occupancy of
the Leased Premises, or within a reasonable time thereafter, to remove any and
all furniture, machinery, equipment and other trade fixtures owned or placed by
Lessee in, under, or on the Leased Premises, or required by Lessee, whether
before or during the Lease term, but prior to the termination of the Lease.
Lessee must repair any damage to the building or improvements on the Leased
Premises resulting from their removal.
3. TERM.
3.1 Subject to and upon the conditions set forth below, the term of this
Lease shall commence on June 1, 1994 (the "Commencement Date") and end on the
last day of the sixtieth (60th) full calendar month after the Commencement Date
(the "Initial Term"), subject to early termination as hereinafter provided in
this Lease. Lessor shall not be liable or responsible for any claims, damages or
liabilities of any nature whatsoever in connection with or by reason of any
delayed occupancy.
4. RENT AND MAINTENANCE FEE.
4.1 Beginning on the Commencement Date and for the duration of the first
twelve (12) months of the Initial Term of this Lease, Lessee hereby agrees to
pay Lessor monthly, in advance, at Lessor's address at 0000 Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxx 00000, the sum of Two Thousand Six Hundred Fifty and No/100
Dollars ($2,650.00) per month, due and payable on the first day of each calendar
month, without offset or deduction. During the rest of the Initial Term, Lessee
agrees to pay Lessor, in the manner set forth above, the following amounts:
(a) the second twelve month period of the Initial Term, the Lessee
shall pay Two Thousand Seven Hundred Eighty-Two and 50/100 ($2,782.50);
(b) the third twelve month period of the Initial Term Lessee shall pay
Two Thousand Nine Hundred Twenty-One and 63/100 ($2,921.63);
(c) the fourth twelve month period of the Initial Term, the Lessee
shall pay Three Thousand Sixty-Seven and 71/100 ($3,067.71); and
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(d) the fourth twelve month period of the Initial Term, the Lessee
shall pay Three Thousand Two Hundred Twenty-One and 09/100 ($3,221.09).
4.2 Commencing as of the first month after the addition of the building
provided for in Section 2 hereinabove has been completed, or after the Lessor
has substantially completed such addition and a certificate of occupancy has
been issued, if applicable, an additional amount of rent ("Additional Rent")
shall be paid on the first day of each calendar month, without offset or
deduction, for the balance of the Initial Term in an amount equal to one-one
hundred twentieth (1/120th) of the product of one hundred sixty percent (160%)
of the actual out-of-pocket third party costs incurred by Lessor in construction
of the addition to the building provided for under Section 2 hereof.
4.3 All rent due under this Lease shall bear interest from the date due
until paid at the lessor of (a) ten percent (10%) per annum or (b) the maximum
nonusurious rate of interest permitted by the applicable laws of the State of
Texas, and as to which the Lessee could not successfully assert a claim or
defense of usury at the applicable time and effect.
5. USAGE.
5.1 During the term of this Lease, Lessee shall be permitted to use and
occupy the Leased Premises for its wellhead and oilfield equipment sales,
remanufacturing and service business. No other activities or use of the
facilities is permitted without Lessor's express written consent. Lessee shall
occupy the Leased Premises, conduct its business and control its agents,
employees, invitees and visitors in such a way as is lawful, reputable and will
not create any nuisance on the Leased Premises or use the Leased Premises for
any unlawful purpose. Lessee shall not commit, or suffer to be committed, any
waste on the Leased Premises.
5.2 Lessee shall not use or permit the Leased Premises to be used for any
purpose which is deemed to be extra hazardous on account of fire.
6. UTILITY SERVICE.
6.1 Lessee shall pay for all water, natural gas, electricity, telephone
and any other public utility services provided to the Leased Premises including,
but not limited to, applicable initial connection charges. In no event shall the
Lessor assume any obligation for the payment of same.
6.2 Lessee shall be responsible for maintaining all utility and sanitary
service connections into the Leased Premises, including hot and cold domestic
water and related plumbing, electricity, air conditioning and heat, telephone,
or otherwise. Lessee shall pay the cost of all utility and sanitary services.
7. REPAIRS AND MAINTENANCE.
Lessor shall at its expense maintain only the roof, foundation, and the
structural soundness of the exterior walls of the building in good repair,
reasonable wear and tear excepted. With such exceptions and unless otherwise
expressly provided in this Agreement, Lessor shall not be required to make any
replacements or repairs of any kind or character to the Leased Premises during
the term of this Lease. Lessee shall, at its own cost and expense, maintain the
Leased Premises in good repair and condition (including all necessary
replacements).
Lessee shall keep the Leased Premises free from nuisance. At the
termination of this Lease, by lapse of time or otherwise, Lessee, subject to any
casualty loss, shall deliver the Leased Premises to Lessor in as good condition
as existed at the Commencement Date, ordinary wear and tear excepted. The cost
and expense of any repairs necessary to restore the condition of the Leased
Premises shall be borne by the Lessee other than those necessitated by fire or
other casualty, and if the Lessor undertakes to restore the Leased Premises it
shall have a right of reimbursement against Lessee.
8. LAWS.
8.1 Lessee will at all times use its best efforts to comply with all laws,
ordinances, orders, rules, regulations and requirements of all governmental
authorities having jurisdiction of the Leased Premises
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including, but not limited to, environmental and OSHA regulations; and Lessee
shall comply promptly with the requirements of the insurance underwriters
providing insurance coverage on the Leased Premises.
8.2 Lessor and Lessee agrees to the following regarding their
responsibilities under The Americans With Disabilities Act ("ADA"):
(a) Lessee warrants and represents to the Lessor that the modifications,
alterations, or other improvements made by Lessee to the Leased
Premises shall be in full compliance with the ADA.
(b) Lessor warrants and represents to the Lessee that the modifications,
alterations, or other improvements made by Lessor to the Leased
Premises shall be in full compliance with the ADA.
(c) Lessor and Lessee shall secure a survey or audit indicating that the
Leased Premises is in compliance with the ADA and agree to make such
modifications as are necessary to keep the Leased Premises in
compliance with the ADA during any term of this Lease.
(d) Lessor's approval of the Lessee's plans for any modifications,
alterations or improvements to the Leased Premises shall not create
any liability whatsoever on the part of Lessor under the ADA.
(e) Lessee's approval of the Lessor's plans for any modifications,
alterations or improvements to the Leased Premises shall not create
any liability whatsoever on the part of Lessee under the ADA.
(f) Lessee will cooperate with Lessor in all efforts to make the Building
in which the Leased Premises is a part comply with the ADA.
(g) Lessee agrees to save, indemnify, defend, reimburse and hold Lessor
harmless from and against any and all damages arising in any manner
whatsoever out of the Lessee's modification, alteration, improvement,
or use of the Leased Premises in violation of any present or future
statute, regulations, rules, ordinances, codes, or similar items
pertaining to the ADA, or the breach of any warranties or covenants or
the inaccuracy of any representation of Lessee contained in this
Agreement related to Lessee's compliance with the ADA.
(h) Lessor agrees to save, indemnify, defend, reimburse and hold Lessee
harmless from and against any and all damages arising in any manner
whatsoever out of the Lessor's modification, alteration, improvement,
or use of the Leased Premises in violation of any present or future
statute, regulations, rules, ordinances, codes, or similar items
pertaining to the ADA, or the breach of any warranties or covenants or
the inaccuracy of any representation of Lessor contained in this
Agreement related to Lessor's compliance with the ADA.
The indemnity obligations of Lessee set forth in this Section 8.2 shall
include, but not be limited to, the burden and expense of defending all claims,
suits, and administrative proceedings (with counsel reasonably approved by the
Lessor), even if such claims, suits or proceedings are groundless, false or
fraudulent, and conducting all negotiations of any description, and paying and
discharging, when and as the same become due, any and all judgments, penalties,
or other sums due against Lessor. Lessee, at its sole expense, may employ
additional counsel of its choice to associate with counsel representing Lessor.
The indemnity obligations of Lessor set forth in this Section 8.2 shall
include, but not be limited to, the burden and expense of defending all claims,
suits, and administrative proceedings (with counsel reasonably approved by the
Lessee), even if such claims, suits, or proceedings are groundless, false or
fraudulent, and conducting all negotiations of any description, and paying and
discharging, when and as the same become due, any and all judgments, penalties,
or other sums due against Lessee. Lessor, at its sole expense, may employ
additional counsel of its choice to associate with counsel representing Lessee.
9. CONDEMNATION.
If, during the Initial Term, or any renewal term of this Lease, all or a
substantial part of the Leased Premises are taken for any public or quasi public
use under any governmental law, ordinance or regulation, or by right of eminent
domain or by purchase in lieu thereof, and the taking would prevent or
materially interfere with the use of the Leased Premises for the purpose for
which they are then being used, this Lease shall terminate and the rent shall be
abated during the unexpired portion of this Lease effective on the date
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physical possession is taken by the condemning authority. Lessee shall have no
claim to the condemnation award which shall be for the sole benefit and the
property of Lessor.
10. TAXES.
Lessor shall pay all taxes and fees levied or assessed on or against the
Leased Premises or any part thereof and the Lessee shall pay to Lessor as
additional rent due on demand the full amount of such property taxes in addition
to all other sums due hereunder. Lessee shall pay all taxes, license, and fees
levied or assessed on or against the personal property on the Leased Premises.
Lessee shall reimburse Lessor on demand for all taxes or governmental charges
including municipal, state or federal, which Lessor may be required or deem
necessary to pay on account of Lessee. Lessee agrees to furnish Lessor with the
information required to enable Lessor to make the necessary reports and to pay
the taxes or charges. Lessee agrees to reimburse Lessor for any such payment
upon demand by Lessor.
11. CASUALTY INSURANCE.
Lessee shall, at all times during the term of this Lease, or any renewal
thereof, maintain a policy or policies of insurance with the premiums thereon
fully paid in advance, issued by and binding upon an insurance company
acceptable to both Lessor and Lessee, insuring the premises against loss or
damage by fire and other hazards within the coverage of the Texas Standard Form
of Fire and Extended Coverage Policy, for the full replacement value thereof,
with payments for losses thereunder payable to both Lessor and Lessee, as their
interest may appear. Lessee shall have no responsibility or liability to Lessor
for the insolvency or inability of the insurance carrier to pay benefits under
such insurance policy.
Lessee shall, at all times during the term of this Lease, maintain a policy
or policies of insurance on all personal property placed on the Leased Premises
with the premiums thereon fully paid in advance, issued by and binding upon some
solvent insurance company, insuring the personal property against loss or damage
by fire and other hazards within the coverage of the Texas Standard Form of Fire
and Extended Coverage Policy for the full replacement value thereof, with
payments for losses thereunder payable to Lessee.
12. LIABILITY INSURANCE.
Lessee shall maintain, at its expense, a policy or policies of
comprehensive general liability insurance with the premiums thereon fully paid
in advance, issued by and binding upon some solvent insurance company, licensed
to do business in the State of Texas, such insurance to afford minimum
protection of not less than One Million and No/100 Dollars ($1,000,000.00)
combined, single limit bodily injury and property damage per occurrence. Said
policy or policies shall name Lessor as an additional insured and shall contain
an agreement by the insurer that such policy or policies shall not be canceled
without thirty (30) days prior written notice to Lessor. Lessee shall provide
Lessor a copy of the required policy or a certificate evidencing the required
coverage prior to the Commencement Date.
13. FIRE AND CASUALTY DAMAGE.
13.1 If the Leased Premises should be totally destroyed by fire or other
casualty, or if the Leased Premises should be so damaged so that the rebuilding
cannot reasonably be completed within ninety (90) working days after the date of
written notification by Lessee to Lessor of the destruction, this Lease shall
terminate and the rent shall be abated for the unexpired portion of the Lease,
effective as of the date of the written notification.
13.2 If the Leased Premises should be partially damaged by fire or other
casualty, and rebuilding or repairs can reasonably be completed within ninety
(90) working days from the date of written notification by Lessee to Lessor of
the destruction, this Lease shall not terminate, but Lessor may, at its sole
risk and expense, proceed with reasonable diligence to rebuild or repair the
building or other improvements to substantially the same condition to which they
existed prior to the damage. If the leased Premises are to be rebuilt or
repaired and are untenantable in whole or in part following the damage, and the
damage or destruction was not caused or contributed to by the act or negligence
of Lessee, its agents, employees, invitees, or those for whom Lessee is
responsible, the rent payable under this Lease during the period for which the
Leased Premises are untenantable shall be adjusted to such an extent as may be
fair and
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reasonable under the circumstances based upon the amount of the Leased Premises
still available for use by Lessee. In the event Lessor fails to complete the
necessary repairs within ninety (90) days from the date of written notification
by Lessee to Lessor of the destruction Lessee may, at its option, terminate this
Lease by delivering written notice of termination to Lessor, whereupon all
rights and obligations under this Lease shall cease to exist.
14. HOLD HARMLESS.
Lessor shall not be liable to Lessee's employees, contractors, agents,
invitees, licensees, or visitors, or to any other person entering upon the
Leased Premises under express or implied invitation by Lessee, for any injury to
person or damage to property on or about the Leased Premises caused by the
negligence or misconduct of Lessee, its agents, servants or employees, or caused
by the building or other improvements located on the Leased Premises coming out
of repair, or caused by leakage of gas, oil, sewer, water, or steam, or by
electricity emanating from the Leased Premises. Lessee agrees to save, defend,
indemnify and hold Lessor harmless from and against any claim, demand, loss, or
cause of action arising in any way or manner out of such damage, loss, or
injury.
15. LESSOR'S RIGHT OF ENTRY
Lessor shall have the right, at all reasonable hours, to enter the Leased
Premises for the following reasons: inspections; cleaning or making repairs;
making alterations or additions as Lessor may deem necessary or desirable;
determining Lessee's use of the Leased Premises or determining if an act of
default under this Lease has occurred.
16. ASSIGNMENT OR SUBLEASE.
Lessor shall have the right to sell, transfer, or assign, in whole or in
part, its rights and obligations in the Leased Premises; provided, however, any
such sale, transfer or assignment shall be made expressly subject to this Lease
and shall not release Lessor from his obligations under this Lease. Lessee shall
not assign this Lease or sublet all or any part of the Leased Premises without
the prior written consent of Lessor.
17. DEFAULT BY LESSEE.
17.1 The following shall be deemed to be events of the default by Lessee
under this Lease:
(a) Lessee shall fail to pay when due or within ten (10) days thereof any
installment of rent or any other payment required pursuant to this Lease;
(b) Lessee shall abandon any substantial portion of the Leased Premises for
a period of at least thirty (30) days and fail to maintain adequate
insurance;
(c) Lessee shall fail to comply with any term, provision or covenant of
this Lease, other than the payment of rent, and the failure is not cured
within ten (10) days after written notice to Lessee;
(d) Lessee shall do, or permit to be done, any act which results in a lien
being filed against the Leased Premises or the Building of which the Leased
Premises are a part.
(e) The adjudication of Lessee to be bankrupt; or Lessee shall generally
not pay its debts as they become due or shall admit in writing its
inability to pay its debts, or shall make a general assignment for the
benefit of creditors; or Lessee shall commence any case, proceeding, or
other action seeking to have an order for relief entered on Lessee's behalf
as debtor or to adjudicate Lessee as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution, or
composition of Lessee or Lessee's debts under any law relating to
bankruptcy, insolvency, reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar official
for Lessee or for all or any substantial part of Lessee's property.
18. REMEDIES FOR LESSEE'S DEFAULT.
18.1 Upon the occurrence of any event of default set forth in this Lease,
Lessor shall have the option to pursue any one or more of the following
remedies without any notice or demand:
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(a) Terminate this Lease, in which event Lessee shall immediately
surrender the Leased Premises to Lessor, and if Lessee fails to surrender
the Leased Premises to Lessor, and if Lessee fails to surrender the Leased
Premises Lessor may, without prejudice to any other remedy which it may
have for possession or arrearages in rent, enter upon and take possession
of the Leased Premises by picking or changing locks if necessary and lock
out, expel, or remove Lessee and any other person who may be occupying all
or any part of the Leased Premises without being liable for prosecution of
any claim for damages. Lessee agrees to pay on demand the amount of all
loss and damage which Lessor may suffer by reason of a termination of the
Lease under this Subsection, whether through inability to relet the Leased
Premises on satisfactory terms or otherwise.
(b) Enter upon and take possession of the Leased Premises by picking or
changing locks if necessary and lock out, expel or remove Lessee and any
other person who may be occupying all or any part of the Leased Premises
without being liable for any claim for damages, and relet the Leased
Premises on behalf of Lessee and receive directly the rent by reason of the
reletting. Lessee agrees to pay Lessor on demand any deficiency that may
arise by reason of any reletting of the Leased Premises; further, Lessee
agrees to reimburse Lessor for any expenditures made by it for remodeling
or repairing in order to relet the Leased Premises.
(c) Enter upon the Leased Premises by picking or changing locks if
necessary, without being liable for prosecution of any claim for damages,
and do whatever Lessee is obligated to do under the terms of this Lease.
Lessee agrees to reimburse Lessor on demand for any expenses which Lessor
may incur and effecting compliance with Lessee's obligation under this
Lease; further, Lessee agrees that Lessor shall not be liable for any
damages resulting to Lessee from effecting compliance with Lessee's
obligations under this Subsection and CAUSED BY THE NEGLIGENCE OF LESSOR OR
OTHERWISE.
19. ATTORNEY'S FEES.
If any legal action is brought by either of the parties hereto, it is
expressly agreed that the prevailing party in such legal action shall be
entitled to recover from the other party reasonable attorney's fees in addition
to any other relief that may be awarded.
20. WAIVER.
No acceptance by Lessor of monthly rent or monies owed to Lessor under this
Lease or delay in enforcing any covenant or obligation of any of the Lessee
under the terms of this Lease shall be construed as a waiver of any default in
the performance of any covenant or obligation to be observed, performed, or
discharged by Lessee. Lessor's failure to enforce the default and remedy
provisions hereof if an event of default occurs shall not act as a waiver of
Lessor's right to enforce the default and remedy provisions hereof in the event
of a subsequent breach hereunder.
21. MORTGAGES.
This Lease is and shall always be subordinate to any mortgages or deeds of
trust which are now or shall at any time be placed upon the Leased Premises or
any part thereof, and the Lessee agrees to execute and deliver any instrument,
without cost, which may be deemed necessary to further effect the subordination
of this Lease to any such mortgage or mortgages.
22. LIENS.
In the event that any mechanic's, materialmen's, or other lien shall at any
time be filed against the Leased Premises purporting to be for work, labor,
services or materials performed for or furnished to Lessee or anyone holding the
Leased Premises through or under Lessee, or arising out of any alleged act or
omission of Lessee, Lessee shall forthwith cause the same to be properly bonded
or released. If Lessee shall fail to cause such lien to be bonded or released
within 15 days after being notified of the filing thereof, then, in addition to
any other right or remedy of Lessor, Lessor may, but shall not be obligated to,
discharge the same by posting a bond or paying the amount claimed to be due, and
the amount so paid by Lessor, and all costs and expenses incurred by Lessor in
procuring the discharge of such lien, including reasonable
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attorney's fees, shall be due and payable by Lessee to Lessor as additional rent
on the first day of the next succeeding month. Notice is hereby given that
Lessor shall not be liable for any labor or materials furnished to Lessee upon
credit, and that no mechanic's, materialmen's or other liens for any such labor
or materials shall attach to or affect the estate or interest of Lessor in and
to the Land.
23. ACTS OF GOD.
No party hereto shall be required to perform any covenant or obligation in
this Lease, or be liable in damages to the other, so long as the performance or
non-performance of the covenant or obligation is delayed, caused by or prevented
by an act of God or force majeure.
24. CONSENT OF LESSOR.
Whenever the consent of the Lessor is required herein, such consent must be
given in writing and shall not be unreasonably withheld.
25. ENTIRE AGREEMENT.
This Lease, any attached exhibits referred to herein, and any attached
addenda signed by both of the parties hereto constitutes the entire agreement
between the parties hereto, and no representations, warranties, express or
implied, inducements, promises or agreements, oral or otherwise, between the
parties not embodied herein shall be of any force or effect.
26. SUCCESSORS AND LESSOR'S RIGHT TO TRANSFER.
This Lease shall be binding and inure to the benefit of Lessor and Lessee
and their respective heirs, legal representatives, successors and assigns,
provided that Lessee may not assign this Lease without Lessor's prior written
consent, but Lessee shall have the right to assign this Lease (without Lessee's
being released herefrom) to any subsidiary or affiliate of Lessee without such
consent. It is hereby covenanted and agreed that Lessor shall always have the
right to transfer any part or all of its interest in the Leased Premises to any
third party whomsoever; provided however, in the event of such a transfer for
any reason during the term of this Lease, and notwithstanding the happening of
such event, this Lease nevertheless shall remain unimpaired and in full force
and effect and Lessee hereunder agrees to attorn to the then owner of the Leased
Premises.
27. NOTICES.
All rent and other payments required to be made by Lessee shall be payable
to Lessor at the address set forth below. Any notice or document required or
permitted to be delivered by this Lease shall be deemed to be delivered (whether
or not actually received) when deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, addressed to the parties at
the respective addresses set out below, or other such address as one party may
provide to the other party by certified mail, return receipt requested.
If to Lessor:
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: J. Xxxxxxx Xxxxxxxx
If to Lessee:
Suite 950, Mercantile Bank Tower
000 Xxxxx Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
28. BINDING EFFECT.
This Lease shall be binding upon and inure to the benefit of the heirs,
successors or assigns of Lessor and Lessee, subject to the limitation on
subleasing and assignment herein contained.
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29. SEVERABILITY.
To the extent that any provision of this Lease or its application to any
person or circumstance is invalid, void, or illegal under any applicable law,
then any such provision shall be inapplicable, but such inapplicability shall in
no way affect, impair or invalidate the remainder of this Lease or the
application of such provision to other persons or circumstances.
30. HEADINGS.
The various headings in each section of this Lease are provided for
convenience only and shall not be considered a part hereof; and the groupings of
provisions of this Lease into separate sections is likewise for convenience
only.
31. GENERAL.
Time is of the essence of this Lease. All rights and remedies of Lessor and
Lessee under this Lease shall be cumulative and none shall exclude any other
rights or remedies allowed by law. This Lease shall be declared to be a Texas
Lease and any and all of the terms hereof shall be construed according to the
laws of the State of Texas. Said Lease shall be performable only in Nueces
County, Texas, and venue for any action shall lie exclusively in Nueces County,
Texas. Lessee warrants that this Lease has been duly authorized and executed on
behalf of Lessee, and that the same is valid and binding upon Lessee.
32. OPTION TO BUY.
32.1 The Lessor hereby grants to the Lessee the right and option to
purchase the Leased Premises, the building and all other improvements thereon at
the expiration of the third year of the term of this Lease for a sum equal to
the aggregate of the following: (a) Two Hundred Seventy-Four Thousand
($274,000.00) Dollars; and (b) a sum equal to the amortized principal balance of
the cost of constructing the addition to building provided for under Section 2
hereof upon the exercise of such option, with simple interest imputed over a ten
year (10) period at the rate of eight and one-half percent (8 1/2%) per annum,
after deducting monthly the amount of each add-on rental payment made by the
Lessee to the Lessor pursuant to Section 4 hereof.
32.2 The Lessor also hereby grants to the Lessee the right and option to
purchase the Leased Premises, the building and all other improvements thereon at
the expiration of the fifth year of the term of this Lease for the sum of Three
Hundred Thousand and No/100 ($300,000.00) Dollars.
32.3 The Lessee may exercise either of the options herein granted to it by
the Lessor at any time within ten (10) days following the expiration of the
Lease year indicated by giving written notice of such election to the Lessor.
The rent provided for in this Lease shall terminate effective as of the date of
the exercise of any such option by the Lessee provided that the closing of the
purchase and shall be effected within sixty (60) days from the date of the
exercise of such option by the Lessee.
33. QUIET ENJOYMENT.
The Lessor agrees that if the Lessee shall pay the rent as aforesaid and
perform the covenants and agreements herein contained on its part to be paid and
performed, the Lessee shall peaceably hold and enjoy the said Leased Premises
without hindrance or interruption by the Lessor or by any other person or
persons.
34. CURING DEFAULTS.
If either party is required to perform or comply with any agreement or
provision hereof and shall fail to do so within the time provided therefor (or
if no time is provided therefor then within thirty (30) days after written
demand for compliance shall have been received by any party hereto from the
other unless such default shall be of such nature that same cannot be completely
cured within such thirty (30) day period but the curing hereof has been
commenced within the said thirty (30) day period and shall thereafter be
continued with reasonable diligence) then, in each such case, upon the
expiration of the time provided in this Section for the performance or
compliance therewith or for the curing of same, the party demanding compliance
therewith or for the curing of same, the party failing to do so immediately upon
receipt of an itemized invoice of the cost and expense thereof, agrees to
promptly pay the reasonable cost and expense
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incurred by the other party hereto, with interest at the rate of eight percent
(8%) per annum to the date payment is received. Should the Lessee be the party
failing to make such payment, the cost and expense thereof shall be charged to
the Lessee as additional rent, which shall be paid by the Lessee on the next
rent payment date following the date of receipt by Lessee of such invoice, and
in the event such additional rent shall not be paid when due, it may be
collected in the same manner as is herein provided for the collection of rent.
In any such case if Lessor is in default hereunder, Lessee, without impairing or
affecting any other rights it may have for damages or otherwise, shall have the
right to cancel and terminate this Lease by giving written notice of Lessee's
election to do so, upon giving such notice the life of this Lease shall cease
and come to an end as of the date of receipt of the notice or Lessee's vacating
the premises, whichever occurs last, with the same force and effect as if the
date set forth were the date originally fixed for the termination of the term of
any extended term thereof. In computing the time within which either party is
required to comply with any covenant, agreement or provision of this Lease,
there shall be excluded therefrom periods of reasonable delay on account of war,
"labor troubles", "Acts of God" and other unavoidable delays.
35. OPTION FOR RENEWAL.
The Lessee shall have the right to extend the term of this Lease for a
period of one (1) year, beginning on June 1, 1995 and ending on May 31, 2000
upon said terms, covenants and conditions except that the rent for said
additional one (1) year period shall be payable in twelve (12) equal monthly
installments of one hundred fifteen percent (115%) of the immediate prior year's
monthly payment consisting of both base rent and add-on rent. The Lessee will be
deemed to have elected such right to extend unless it has notified the Lessor,
in writing, to the contrary, by U.S. registered mail, postage prepaid, addressed
to the Lessor at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, on or before sixty
(60) days prior to the end of the initial sixty (60) month rental period.
IN TESTIMONY WHEREOF the parties hereto have executed this Lease in
multiple counterparts, each of which shall constitute an original but
collectively shall constitute only one (1) document.
EXECUTED this 6th day of June, 1994.
LESSOR:
/s/ J. XXXXXXX XXXXXXXX
J. Xxxxxxx Xxxxxxxx
LESSEE:
UNITED WELLHEAD SERVICES, INC.
By: /s/ XX XXXXXX
Title: President
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EXHIBIT "A"
The Lessor will promptly commence and complete an addition to the existing
building as follows:
(1) A metal building consisting of 4,000 square feet of warehouse space,
with a concrete slab, metal roof and metal walls. The structure will be
complete with all reasonable wiring and plumbing connections. (If
electrical power is requested from the local utilities companies, the
additional costs, if any, will be paid for by the Lessee). The new
building will be adjacent to and connected to the existing building.
(2) Additional office space of approximately 550 square feet consisting
of three offices and a bathroom. The new buildout will be located
directly above the offices located in the existing building.
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ADDENDUM TO THE COMMERCIAL LEASE AGREEMENT
BY AND BETWEEN
J. XXXXXXX XXXXXXXX AND UNITED WELLHEAD SERVICES, INC.
DATED JUNE 6, 1994
The language set forth hereinafter below shall replace Section 32 OPTION TO
BUY of the above-referenced Commercial Lease Agreement. The remaining terms of
the Commercial Lease Agreement shall remain as set forth therein, except to the
extent necessary to carry out the intent of this Addendum.
32. OPTION TO BUY.
32.1 The Lessor hereby grants to the Lessee the right and option to
purchase the Leased Premises, the building and all other improvements thereon at
the expiration of the third year of the term of this Lease, and continuing
through the remainder of the term, for a sum equal to the sum of the following:
a) Two Hundred Seventy-Four and No/100 ($274,000.00) Dollars payable
upon the exercise of said option; and
b) a sum equal to the amortized principal of the cost of constructing
the addition to the building as of the date of the option as set forth on
the attached Exhibit A amortization schedule which computes the aggregate
cost of the construction, with simple interest imputed over a ten (10) year
period at a rate of eight and one-half percent (8 1/2%) per annum. By way
of example, if Lessee exercises the option on June 1, 1998, the purchase
price shall be $375,300.81, that being $274,000.00 plus $101,300.81.
32.2 The Lessee may exercise the option granted herein to it by the Lessor
by giving written notice of such election to Lessor. The rent provided for in
this Lease shall terminate effective as of the date of the exercise of the
option by the Lessee provided that the closing of the purchase shall be
effective within sixty (60) days from the date of the receipt of notice of
intent to exercise the option by the Lessee to the Lessor.
By: /s/ J. XXXXXXX XXXXXXXX
J. Xxxxxxx Xxxxxxxx
Date: 6/15/95
UNITED WELLHEAD SERVICES, INC.
By: /s/ AL DUIETT
Title: President
Date: 7/30/96
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