Exhibit Section
Exhibit (10.6)
LEASE AGREEMENT
This agreement of lease ("Lease") is made between The Xxxxxx X. Xxxxx Trust
("Lessor") represented by Xxxxxxx X. Xxxxx, Marsden X. Xxxxx and Xxxxxx X.
Xxxxx, Co-Trustees, and Docutec of Louisiana, Inc. ("Lessee"), who leases form
Lessor the property described on Exhibit A (the "Leased Premises"), attached
hereto and made a part hereof.
ARTICLE 1 TERM
1.1 Term. This Lease is for a term of five (5) years beginning on the
27th day of February 1991, and ending at midnight on the 27th day of
February 1996.
1.2 Option to Extend. Lessee, provided it is not in default, has the
right to extend the initial term of this Lease for two extension
periods, each extension for a period of three years. To exercise its
option to extend, Lessee must notify Lessor in writing 180 days
prior to the end of the lease term then in effect. If Lessee fails
to so notify, Lessor may lease the existing premises to another
party.
ARTICLE 2 RENT
2.1 Rent. Lessee shall pay as rent the sum of $3,000 per month, plus all
additional payments as required herein. The first payment of rent
shall be due on February 27, 1991, and subsequent payments shall be
due on the first day of each succeeding month. If possession is
tendered to the Lessee during a calendar month, rent for the partial
month shall be due on a pro rata basis. If any rent is not paid
promptly when due, Lessee shall pay interest on the unpaid rent at
the rate of 15% percent per annum. All rental payments shall be
mailed to Lessor at:
The Xxxxxx X. Xxxxx Trust
c/o Xxxxxxx Xxxxx
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Lessor may from time to time designate other places for the payment of the rent
by written notice to Lessee.
2.2 Rent on Options. If a Buyer exercises its right to extend the
initial term of this Lease, monthly rental for the first three-year
extension period shall be $3,300 per month due on the first day of
each month. If Buyer exercises the second three-year extension
period, monthly rental shall be 3,500 per month due on the first day
of each month.
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Exhibit (10.6)
ARTICLE 3 USE OF PREMISES
3.1 Purposes. The Leased Premises are to be used only for printing,
document preparation and storage, form preparation and related uses,
and for no other purpose. Lessee agrees that business will be
conducted actively on the Leased Premises.
3.2 Conformance to Law. Lessee shall be responsible for obtaining all
licenses and permits necessary for its use and occupancy of the
Leased Premises and Lessee shall comply, at its own cost and
expense, with all laws now existing or hereafter enacted, including
but not limited to all sanitary and environmental laws and
ordinances; with all rules and requirements of the State Fire
Xxxxxxxx and the State Board of Health; and with all other state,
parish and municipal requirements affecting the use, operation and
cleanliness of the Leased Premises; provided, however, Lessee shall
not be required to undertake environmental remediation work
resulting form a condition of the Leased Premises existing prior to
the effective date of this Agreement. Lessee shall comply with all
rules and regulations of any local Board, of any authorized
organization of fire underwriters and of any state authorities
relating to safeguarding against fires, and shall in every other
regard use the occupy the Leased Premises in accordance with all
applicable rules and regulations of the state, parish and municipal
government authorities. Lessee will not use the Leased Premises for
any purpose that is unlawful or that tends to injure or depreciates
the Leased Premises. Lessee will indemnify Lessor and hold Lessor
harmless from all damages, penalties, and forfeitures imposed by
reason of any violation of law committed by Lessee, its agents and
invitees, or from Lessee's failure to obtain the necessary licenses
and permits for operation. Lessee will not allow any nuisance to
exist on the Leased Premises, and will xxxxx any nuisance promptly
without expense to Lessor.
3.3 Environment Matters as to Lessee. Lessee makes the following
warranties: (a) Lessee shall operate its business in full compliance
with the terms and conditions of any application federal, state or
local environment permit required in order for Lessee to operate its
business upon the Leased Premises; (b) Lessee will not store or
dispose of (nor suffer to be stored or disposed of) any chemical
substances including any toxic matter or "Hazardous Substances",
"Pollutants" or "Contaminants" (as such terms are defined in the
"Comprehensive Environmental Response, Compensation and Liability
Act of 1980," as amended. ("CERCLA"), and in the "Super Fund
Amendments: and Reauthorization Act of 1986", on, in, beneath or
about the Leased Premises in violation of any applicable federal,
state, or local statute, law or regulation; (c) Lessee has not
received any notice form any governmental agency or private or
public entity advising Lessee that it is potentially responsible for
the response costs with respect to a release or threatened release
of chemical substances, including toxic matter of Hazardous
Substances, Pollutants or Contaminants. In
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Exhibit (10.6)
addition to any other indemnity undertaking herein contained, Lessee
shall protect, defend indemnify and hold Lessor, (and any other
party holding a mortgage, pledge, assignment, lien, encumbrance or
other security interest in Lessee's interest in the Leased Premises
or in this Lease) harmless against any and all loss, cost, damage,
outlay and expense, including reasonable attorneys' fees and expert
costs, incurred as a result of a branch of the obligations contained
in this Section 3.3 by Lessee, any permitted assignee or sub lessee
or their respective officers, directors, partners, agents,
customers, employees, servants, or licensees.
3.4 Environmental Matters as to Lessor. Lessor makes the following
warranties: a) Lessor has operated the Leased Premises at all times
prior to the effective date of this Lease in compliance with the
terms and condition of any applicable federal, state or local
environmental permit required in order for Lessor to operate its
business upon the Leased Premises; b) neither Lessor nor its
affiliates, nor, to the best of Lessor's knowledge, any previous
owner, tenant, occupant or users of the Leased Premises or any other
person, has engaged in or permitted any activities in any way
involved in the handling, storage, transportation, release or
disposal of any "Hazardous Substance," "Pollutants" or
"Contaminants" on the Leased Premises as defined in Section 3.3, in
violation of applicable law; c) there are no "Hazardous Substance,"
"Pollutants" or "Contaminants" constructed in or located on the
Leased Premises; d) Lessor has not received any written notice that
nay person, including any governmental agency, proposes to carry out
an inspection, audit or other investigation of or at any tract or
tracts which comprise the Leased Premises; e) Lessor has not
received any notice that conditions of the Leased Premises are in
violation of any environmental laws, regulations, ordinances, or
rules; f) Lessor has not received any notice (including request for
information) from any person, including governmental agencies,
asserting that Lessor is or may be a "potentially responsible party"
or otherwise liable with respect to a release or threatened release
of chemical substances, including toxic matters of "Hazardous
Substance," "Pollutants" or "Contaminants". Lessee represents and
warrants that it is not aware of any facts or circumstances that may
make any of the representations and warranties of Lessor in
sub-paragraphs d), e) and f) of this paragraph 3.4 not true and
correct in all material respects as of the date of this Lease, or of
any facts or circumstances that, to the best of its knowledge, make
any of the representations and warranties of Lessor in
sub-paragraphs a), b) and c) of this paragraph 3.4 not true and
correct in all material respects as of the date of this Lease.
Lessee has not performed an environmental audit of the Leased
Premises and Lessee has not performed an investigation as to the
environmental condition of the Leased Premises. In addition to any
other indemnity undertaking herein contained, Lessor shall protect,
defend, indemnify and hold Lessee, its successors and assigns, free
and harmless from any and all loss, damage, outlay and expense,
including reasonable attorneys' fees and expert costs incurred as a
result of a breach of the obligations of Lessor contained in this
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Section 3.4 by Lessor.
ARTICLE 4 CONDITION AND MAINTENANCE
4.1 Condition of Premises. The Leased Premises and appurtenances,
including the locks, keys, plumbing, glass, walls, windows, doors,
driveways, fences, signs, heating and air-conditioning systems, and
all other fixtures and equipment are accepted by Lessee in their
present condition; and Lessee has found them in a good and safe
condition, except as detailed in Section 4.1.1. Lessee agrees to
keep them in the same condition as they were in when received and to
care for them in the same manner as a prudent administrator would
care for his own property. No repairs of any nature whatsoever shall
be due Lessee by Lessor, except as detailed in Section 4.1.1.
4.1.1 Lessor Repairs. The Leased Premises contain the following
conditions: a) suspended heating furnace in warehouse is inoperable;
b) driveway and parking area has numerous pot holes; c) warehouse
roof has numerous leaks; d) office door, frames and jams are in a
deteriorated and worn condition; and e) certain other conditions
noted on Exhibit C attached hereto and made a part hereof. Lessor
shall be responsible for a the repair of items b) and c) above and
to place them in a good and working condition within 90 days after
the commencement of the Lease. Lessor shall not be obligated to,
repair the Existing Conditions at its own cost and expense. If
Lessee determines after the date of this Agreement that repairs to
the Existing Conditions become necessary for any reason, Lessee
shall make such repairs at its own cost and expense.
4.2 Maintenance and Repair by Lessee. Except as otherwise provided in
Sections 4.1.1. and 4.5, Lessee shall maintain the Leased Premises
in good condition, order, and repair at all times during the term of
this Lease, reasonable wear and tear excepted, provided, however,
that the exception for reasonable wear and tear excepted, provided,
however, that the exception for reasonable wear and tear shall not
apply so as to permit Lessee to keep the Leased Premises in anything
less than suitable, efficient and usable condition, considering the
nature of the Leased Premises and the use reasonably made of them,
or in less than good and suitable repair. Lessee shall be solely
responsible for the cost of the maintenance and repair of the Leased
Premises, including without limitation, the maintenance, repair
and, when necessary or appropriate, replacement of all mechanical,
electrical, heating, ventilation, air-conditioning and plumbing
equipment and systems, exterior signs, windows, glass, doors, and
any improvements, alterations and additions to the Leased Premises
made by Lessee with the prior written consent and approval of
Lessor. Lessor shall have the right to inspect the Leased Premises
during normal business hours and upon at least 12 hours notice
(except in an emergency in which event no notice shall be necessary)
for the purpose of determining the degree of maintenance, repairs
and replacements needed.
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4.3 Regulated Uses. Lessee Accepts the Leased Premises subject to all
applicable zoning, municipal, parish and state laws, ordinances and
regulations governing and regulating the use of the Leased Premises,
and any covenants or restrictions of record.
4.4 Utilities and Services. Lessee agrees to pay and agrees to be
responsible for all bills for water, electricity, gas, sewerage,
cable telephone and other utility used on the Leased Premises.
Lessee expressly assumes the maintenance of all the plumbing,
including fixtures, outlets, septic tanks and drains, and the
protection and repair of all of the plumbing, even when injured by
freeze. Lessor shall not be liable to Lessee in damages by abatement
of rent or otherwise for any delay or failure in water, electricity
or other utility service by any cause or causes beyond the
reasonable control of Lessor, and no such delay or failure shall be
considered or construed as an actual or constructive eviction of
Lessees, nor shall such in any way operate to release Lessee from
the prompt and punctual performance of each and every covenant
herein contained to be performed by Lessee.
4.5 Maintenance and Repairs by Lessor. Lessor shall be responsible for
the structural integrity of the existing Leased Premises and shall
maintain such in good order, condition and repair. Lessor shall also
maintain the roof and parking areas in good order conditions and
repair.
4.6 Access Keys. Lessor shall be supplied free of charge at all times
with keys for all doors entering the Leased Premises. Lessor
reserves the right to enter the Leased Premise during normal
business hours for the purposes of inspection the Leased Premises,
and to make such repairs, additions, or improvement as Lessor may
deem necessary for the protection and preservation of the Lease
Premises but nothing contained in this paragraph shall be construed
to require Lessor to make any repairs whatsoever, unless expressly
so provided in Sections 4.1.1. and 4.5 of this Lease.
4.7 Surrender of Premises. Lessee shall surrender the Leased Premises at
the expiration of the term of this Lease, or any extension or
renewal thereof without further notice, with actual delivery of the
keys to Lessor.
ARTICLE 5 ALTERATIONS
5.1 Additions, Alterations, Improvements. Lessee will not make any
additions or alterations whatever to the Leased Premises without
Lessor's written permission. If Lessor permits additions or
alterations:
a. Lessee shall make such additions and alterations in a
workmanlike manner; and
b. all additions, alterations or improvements made by
Lessee with or
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without consent of Lessor, no matter how attached
(except movable trade fixtures), shall become the
property of Lessor, and Lessee waives all right to
compensation. Lessor, however, has the option to require
the property to be restored to its original condition at
Lessee's expense at the termination of this Lease.
5.2 Consent of Lessor. Any alternations, improvement, additions or
utility installations in or about the Leased Premises that Lessee
shall desire to make and which require the consent of Lessor shall
be presented to Lessor in written form, with proposed detailed
plans. If Lessor shall give its consent, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from appropriate
governmental l agencies, the furnishing of a copy thereof to Lessor
prior to the commencement of the work the compliance by Lessee of
all conditions of said permit in a prompt and expeditious manner
free and clear of all liens.
ARTICLE 6 INDEMNITY
6.1 Indemnity. Lessee assumes full responsibility for the Leased
Premises, except for the Existing Conditions. Lessee agrees to
indemnify and hold Lessor harmless from any responsibility,
liability, loss, expense, attorneys' fees, court costs, costs of
defense, and other costs of whatever kind in connection with all
suits, claims, demands and actions whatsoever for damages to the
Lessee or to any person whomsoever or to any property of the Lessee
or others arising from the condition, upkeep and maintenance of the
Leased Premises for which Lessee is responsible or out of any of
Lessee's operations on, about or from the Leased Premises, and
Lessee expressly relieves Lessor of any and all liability for
injuries or damages caused by any vice or defect of the Leased
Premises for which Lessee is responsible to the Lessee or to any
occupant or to anyone in or on the premises or in or on any adjacent
streets, sidewalks, curbs, parking areas, docks, walks or areas
adjacent to the Leased Premises except to the extent such injury
results from any condition, upkeep or maintenance of the Leased
Premises for which Lessor is responsible. Lessee expressly assumes
all such liability, agreeing to indemnify and hold Lessor harmless
from any liability whatsoever for any damages or injuries to any
person or persons whomsoever or to the property of any person or
persons whomsoever arising out of the occupancy, use, condition or
state of repair of the Leased Premises, and shall apply especially
(but not exclusively) to damage caused by water, frost, weather,
steam, sewerage, electricity, sewer gas or odors, or by the bursting
or leaking of pipes or plumbing work, and shall apply equally
whether such damage be caused by act or neglect of Lessee or of any
other persons other than Lessor or Lessor's agents, and whether such
damage be caused or occasioned by any thing or circumstances. Lessee
further agrees that all personal property on the premises shall be
at the risk of Lessee and Lessee agrees to hold harmless and
indemnify Lessor for any damage thereto or loss or theft thereof.
The obligations of the Lessee to Lessor under this Section 6.1 shall
not be dependent in any way upon the existence of fault or
negligence and shall
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include all legal liabilities arising without fault.
6.2 Indemnity by Lessor. Lessor agrees to indemnify and hold Lessee
harmless from any responsibility, liability, loss, expense,
attorneys' fees, court costs, costs of defense, and other costs of
whatever kind in connection with all suits, claims, demands and
actions whatsoever for damages to any person whomsoever arising form
the condition, upkeep and maintenance of the Leased Premises for
which Lessor is responsible, and Lessor expressly relieves Lessee of
any and all liability for injuries or damages caused by any vice or
defect of the Leased Premises, the repair and maintenance of which
is the responsibility of Lessor.
SECTION 7 DAMAGE TO THE LEASED PREMISES
7.1 Notice to Lessor. Lessee shall in case of fire, accident, or any
injury or damage in or to the Leased Premises or any part thereof,
including water pipes, gas pipes, heating or air conditioning
apparatus, give immediate notice thereof to Lessor.
7.2 Partial Destruction of Premises. If you the Leased Premises are
partially destroyed or damaged by fire or other casualty during the
term of this Lease, provided such damage did not result in whole or
in part from the carelessness, fault, negligence or improper conduct
of Lessee (including default of Lessee's obligation of maintenance
and repair), or of Lessee's agents, employees, clerks, servants,
invitees or independent contractors employed by Lessee, Lessor shall
restore and repair the Leased Premises within sixty days of the date
of said partial destruction. If repairs cannot be made within sixty
(60) days of the date of destruction, Lessor has the option to
terminate this lease without penalty by giving Lessee written notice
of its intent to so cancel.
7.3 Rental Reduction. Commencing with the date of such damage as
described in Section 7.2, and provide such damage did not result in
whole or in part from the carelessness fault, negligence or improper
conduct of Lessee (including default of Lessee's obligation of
maintenance and repair), or of Lessee's agents, employees, clerks,
servants, invitees or independent contractors employed by Lessee,
the rent provided for herein shall xxxxx pro rata until (but only
for so long as) Lessor (a) shall have completed the repairs and
restoration required to be performed by Lessor, to the condition
existing immediately prior to such damage or destruction but in no
event more than six (6) months, and (b) shall have provided
reasonable ingress and egress unto the Leased Premises. If Lessee
shall actually use any portion of the Leased Premises, the foregoing
abatement shall not be applicable to such portion. Lessee shall not
be entitled to any compensation or payment by reason of
inconvenience or annoyance arising from the necessity of repairing
or reconstructing any portion of the Leased Premises.
7.4 Total or Substantial Destruction. It is agreed that if the Leased
Premises is (a) totally destroyed by any cause or (b) so
substantially destroyed as to require
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rebuilding or reconstruction or is damaged to such an extent that
restoration and repair shall exceed six (6) months, the rent shall
be paid for the period up to the time of such destruction or damage,
from which time this Lease shall cease and come to an end. Lessee
shall not in such event be entitled to any damages or compensation
as a result of the termination of the Lease.
ARTICLE 8 EMINENT DOMAIN
8.1 Partial Expropriation. If a portion of the Leased Premises should be
taken by expropriation or condemnation proceedings, or if the Lessor
should convey a portion of the Leased Premises under the threat of
such proceedings, and such portion does not substantially interfere
with Lessee's use and enjoyment of the Leased Premises, this Lease
shall not terminate, provided, however, in such case the rental
shall be reduced in a just and proportionate amount in the ratio
that Lessee is deprived of the utility of the Leased Premises.
8.2 Total or Substantial Expropriation. If, however, all or any
substantial portion of the Leased Premises is taken or conveyed for
such purposes, or the portion taken or sold is such as to interfere
or disrupt Lessee's use of the Leased Premises for its intended
purpose, this Lease shall terminate. For purposes of this section
8.2, "substantial" shall mean a minimum of twenty-five (25%) percent
of the square foot area included within the building located on the
Leased Premises. The Lessor and Lessee shall be entitled to receive
an award in any condemnation proceeding for the injuries and damages
incurred by each. Lessee may separately negotiate and settle any
damage or expropriation award.
ARTICLE 9 GOVERNMENTAL ORDERS
9.1 Governmental Orders. In the event that Lessor, during the term of
this Lease, shall be required by the order or decree of any court,
or any other governmental authority, to repair, alter, remove,
reconstruct or improve any part of the Leased Premises (the
"Repairs"), and unless such Repairs shall not be required as a
result of Lessee's operations on the Leased Premises, then Lessor
shall have the right, but not the obligation, to make the Repairs at
Lessor's cost. If Lessor declines to make such Repairs, then Lessee
shall have the right exercisable within ten (10) days of receipt of
notice from Lessor that Lessor declines to make the Repairs (the
"Lessor Notice") to terminate the Lease upon written notice
delivered to Lessor within ten (10) days after the Lessor Notice,
with the Lessee to vacate the Leased Premises within sixty (60) days
after the Lessor Notice and to pay rent through the date of
departure. If Lessee elects to terminate the Lease in accordance
with the foregoing, Lessor shall pay the Lessee's Moving Expenses
(as defined in paragraph 29.2). Otherwise, such Repairs shall be
made by and at the expense of Lessee (unless Lessor elects at
Lessor's option to so undertake at Lessee's expense), and shall not
in any way affect the obligations or covenants of Lessee herein
contained, and Lessee hereby waives all claims for damages or
abatement
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of rent because of such repairing, alteration, removal,
reconstruction or improvement.
ARTICLE 10 INSURANCE
10.1 Comprehensive Insurance. For the mutual protection of Lessor and
Lessee and their agents, servants, clerks, employees or invitees,
Lessee agrees to maintain at its cost throughout the term hereof and
any extension hereof a comprehensive general public liability
insurance policy written on an occurrence basis in the minimum
amount of One Million and No/100 Dollars ($1,000,000) for each
person injured, Two Million and No/100 Dollars ($2,000,000) for each
accident, and Five Hundred Thousand and No/100 Dollars ($500,000)
property damage, insuring against liability on the then prevailing
Louisiana. Standard Owners', Landlords' and Tenants' form, including
insurance against liability for any injury occurring in, on or about
the Leased Premises, naming the Lessor as an additional insured and
specifically insuring the Lessee's obligations to the Lessor arising
under Article 6 hereof. In addition, Lessee shall, at Lessee's
expense, maintain a workmen's compensation policy in at least the
minimum amount necessary to meet the requirements of the Louisiana
Workmen's Compensation Act.
10.2 Extended Coverage. Lessee, at its own cost and expense, during the
term of this Lease, shall keep the building and improvements located
on the Leased Premise, including alternations, replacements and
improvements insured against loss, damage or rental interruption by
fire, lightning, flooding, and other causes and casualties for the
full insurable value of the building located on the Leased Premises
(including all construction and improvements thereon), meaning the
actual replacement costs, excluding foundation and excavation cost
(providing that the rental interruption coverage shall only be for
the amount of Lessee's rental obligation.
10.3 Proof of Insurance. Copies of certificates of insurance shall be
furnished to Lessor before the term of this Lese begins and each
such certificate shall state that the policy is in full force and
effect, may not be cancelled without at least twenty (20) days prior
to the expiration date of each policy, Lessee shall deliver a copy
of the certificate of insurance for the renewal policy. Lessee shall
not modify such polices without prior notice to and consent to of
Lessor, and no such modification may reduce the coverages below the
amounts set forth in the certificate or remove Lessor as an
additional insured.
10.4 Compliance by Lessee. Lessee shall, at its sole cost and expense,
observe and comply with all present and future laws, requirement,
rules and regulation of all insurance companies writing polices
covering the Leased Premise and the Lessee's business operations on
the Leased Premise except nothing herein shall obligate Lessee to
make any structural modification to the Leased Premises. If
structural modification to the Leased Premises is required, unless
such
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modification is not required as a result of Lessee's operations on
the Leased Premises, Lessor shall have the right, but not the
obligation, to make such modifications at Lessor's expense. If
Lessor declines to make such modifications, Lessee shall have the
right to terminate the lease upon written notice to Lessor, with
Lessee to vacate the Leased Premises within sixty (60) days
thereafter and to pay rent through the date of departure. If the
Lessee elects to terminate the Lease in accordance with the
foregoing, Lessor shall the Lessee's Moving Expenses (as defined in
paragraph 29.2). Otherwise, such modifications shall be made at the
expense of Lessee (unless Lessor elects at Lessor's option to so
undertake at Lessee's expense), and shall not in any way affect the
obligations or covenants of Lessee herein contained, and Lessee
hereby waives all claims for damages or abatement of rent because of
such modifications. In addition, Lessee shall not perform any act or
permit any condition to exist in, on, or about the Leased Premises
that violates or would cause the cancellation of any insurance
policy covering the Leased Premises.
ARTICLE 11 WAIVER OF SUBROGATION
11.1 Waiver of Subrogation. Lessor and Lessee mutually agree to waive any
right of subrogation which they may have against the other for
losses paid to them on account of insurance policy and policies on
the Leased Premises.
ARTICLE 12 PAYMENT OF PROPERTY TAXES
12.1 Real Property Taxes. Lessee shall pay all state and local real
estate taxes, forced contributions, service charges, governmental
charges and special assessments (due or to become due) from time to
time imposed or assessed against the Leased Premises and/or
underlying property, or levied against Lessor by virtue of its
ownership of the Leased Premises, Lessor shall furnish Lessee with a
copy of each tax statement, and Lessee shall pay the amount of such
taxes to the taxing authority, what copy to Lessor, not later than
fifteen (15) days before the taxing authority's delinquency date, or
then (10) days after receipt of said notice, whichever is later. The
amount of each such statement shall constitute additional rent for
the Leased Premises. If any such taxes paid by Lessee shall cover
any period of time prior to or after the effective date of the
Lease, Lessee's share of such taxes shall be equitably prorated to
cover only the period of time within the tax fiscal year which this
Lease shall be in effect.
12.2 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings,
equipment and all other personal property of Lessee contained in the
Leased Premises. When possible, Lessee shall cause said trade
fixtures, furnishings, equipment, and other personal property to be
assessed and billed separately from the real property of Lessor.
12.3 Special Assessment for Water Line. Notwithstanding Lessee's
obligation to pay
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forced contribution, service charges and special assessments set
forth in Section 12.1 above, Lessor agrees to be responsible for and
shall pay all special assessments and real estate ad valorem taxes
related to and resulting from the construction of the water and
sewer lines on Xxxxxxx Xxxx, and the cost of connecting the Leased
Premises into the East Baton Rouge City-Parish fire prevention
system.
ARTICLE 13 LESSEE'S FAILURE TO MAINTAIN INSURANCE OR MAKE REPAIRS
13.1 Lessor's Remedies. If Lessee fails to obtain any insurance required
by this Lease or fails to maintain the Leased Premises, or its
fixtures and equipment in good repair, or to make any payments in
accordance with the terms of this Lease, Lessor shall have the
option but is not required, after forty-five (45) days' notice to
Lessee in writing, to obtain such insurance, or to do such
maintenance or repair work, or to make such replacements or to make
such payments as may be required, which such costs shall become due
and payable by Lessee as additional rent.
13.2 Lessee's Remedies. Lessee may make any emergency repairs required to
be paid by Lessor up to the sum of One Thousand and no/100
($1,000.00) Dollars, provided Lessee has used reasonable efforts for
at least 8 hours to contact Lessor or Lessor's representatives to
obtain authorization to make such required to be made by Lessor,
Lessee shall give Lessor written notice of the need of such repairs,
and, if within twenty (20) days from the date of such written
notice, Lessor shall not have commenced to make such repairs or
shall not continue with due diligence until they are completed,
Lessee may make such repairs or pay such expenses. Should Lessee
make any repairs, as prescribed in this section, it shall give
Lessor written notice thereof, and, on demand, Lessor shall
reimburse Lessee, it may deduct the cost of such repairs from monies
due or to become due from Lessee to Lessor, in addition to any other
remedies available to Lessee.
ARTICLE 14 SUBLEASE
14.1 Sublease or Assignment. Lessee shall not sublease, assign or grant
the use or possession of the Leased Premises, in whole or in part,
to any other party without the prior written consent of Lessor,
which consent may be withheld for any reason or no reason in its
sole discretion, and then only in accordance with the terms of this
Lease. In no event shall any assignment or sublease ever release
Lessee from any obligation hereunder. Should Lessee desire to so
assign or sublet the Leased Premises, Lessee shall give Lessor
written notice thereof together with all details of such proposal
and information appropriate to Lessor's evaluation of same, at least
sixty (60) days in advance of the date on which Lessee desires to
make such assignment or sublease. Lessor shall then have a period of
thirty (30) days following receipt of such notice within which to
notify Lessee of Lessor's approval or disapproval of such proposal.
In determining whether to grant or
Exhibit (10.6)-p11
Exhibit Section
Exhibit (10.6)
withhold such consent, Lessee expressly acknowledges that,
notwithstanding that Lessee shall remain bound hereunder, Lessor
may, among other things, consider the creditworthiness and financial
history and responsibility of the party to whom an assignment or
sublease may be made, the business character of such proposed party
and the suitability and compatibility of such proposed occupancy and
use for and with the Leased Premises.
ARTICLE 15 SALE OR ASSIGNMENT BY LESSOR
15.1 Sale of Leased Premises or Assignment of Lease and Attornment to
Successors in Interest. It is understood and agreed that Lessor may
sell the Leased Premises or may assign this Lease, and in any of
said events, the rights and obligations of Lessor, as the case may
be, shall thereafter apply to such purchaser or assignee and such
subsequent purchaser shall attorn to the terms of the Lease, and
Lessor shall thereupon be divested from all rights and be released
from all obligations hereunder. Upon the request of any such
purchaser or assignee, Lessee shall execute and deliver an
instrument or instruments in form and substance satisfactory to
Lessor and such purchaser or assignee, confirming such release of
Lessor and attornment by Lessee.
ARTICLE 16 ESTOPPEL CERTIFICATE
16.1 Estoppel Certification. At any time and from time-to-time, Lessee
agrees, upon request in writing from Lessor, to execute, acknowledge
and deliver to Lessor or to any person designated by Lessor a
statement in writing certifying: (a) that this lease is unmodified
and in full force and effect (or, if there have been modifications,
that this lease is in full force and effect as modified and stating
the modifications and attaching to Lessee's statement any written
instrument establishing the modifications), (b) the dates to which
the rent has been paid, and (c) that there has been no default by
Lessor in the performance of its obligations hereunder (or if Lessor
has defaulted, a statement describing the defaults and stating that
there are no other defaults by Lessor).
ARTICLE 17 SERVITUDES
17.1 Servitudes. Lessor shall have the right to grant servitudes and
easements in areas of the Leased Premises for the installation of
utilities, provided that the use of such servitude and easement
areas for such purposes does not interfere substantially with the
operation of the Lessee's business. The Lessee shall not be entitled
to any compensation or abatement of rent if the use of such
servitude or easement areas do not interfere substantially with the
operation of the Lessee's business.
ARTICLE 18 [OMITTED]
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Exhibit (10.6)
ARTICLE 19 PEACEFUL ENJOYMENT
19.1 Peaceful Enjoyment. Lessee, on payment of all rent and observance
and performance of all terms and covenants of this Lease on its part
to be observed and performed, shall lawfully, peaceably and quietly
have, hold, occupy and enjoy the Leased Premises during the term
hereof without hindrance or ejection by any person, but this
covenant shall be binding upon Lessor and its successors only with
respect to breaches occurring during their respective periods of
ownership of the Lessor's interest hereunder.
ARTICLE 20 SUBORDINATION
20.1 Subordination, Non-disturbance and Attornment. This lease shall at
all times be subject and subordinate to the lien of any mortgage or
mortgages now or hereafter placed upon the Lease Premises by Lessor,
provided the mortgage to whom this Lease is subordinated shall have
delivered a non-disturbance and attornment agreement to Lessee in
form and substance reasonably acceptable to Lessee, and to all
advances made or hereafter to be made upon the security thereof.
Lessee binds and obligates itself to execute and deliver such
further instrument or instruments evidencing the subornation of this
Lease to the lien of any such mortgage or mortgages at any time same
may or shall be desired by any mortgagee or proposed mortgagee or by
the Lessor, provided that such mortgagee agrees in writing that in
the event that the mortgagee acquires the Leased Premises as a
result of a foreclosure sale, dation on payment, or other steps
taken under the encumbrance, Lessee shall have the right to remain
in peaceful possession under the terms of the Lease during the
mortgagee's ownership of the Leased Premises, if at the time of such
foreclosure sale, dation, or other steps Lessee is not then in
default under the Lease. If Lessee fails to execute such instruments
of subordination within ten (10) days after demand by Lessor in
writing, and provided Lessor shall have provided Lessee with a duly
executed non-disturbance and attornment agreement in form and
substance acceptable to Lessee, Lessee does hereby make, constitute
and irrevocably appoint Lessor as Lessee's attorney-in-fact and in
its name, place and stead so to do, or Lessor may exercise any of
the rights and remedies provided by Section 21.2.
ARTICLE 21 DEFAULT OF LESSEE
21.1 Events of Default. The following actions or inactions by the Lessee
shall be considered a default under this Lessee:
(a) If Lessee violates any of the covenants, conditions and
obligations of this Lease and if nonperformance shall continue
for a period of twenty (20) days after written notice by Lessor
to Lessee,
Exhibit (10.6)-p13
Exhibit Section
Exhibit (10.6)
(b) If Lessee fails to pay the rent or any other charges due
hereunder on the date due, and fails to make the payment
together with the late charge for five (5) days after the date
due;
(c) If the Lessee becomes bankrupts or insolvent, or if a receiver
or trustee is any time to take charge of the Leased Premises or
any part thereof, or if there is an assignment for the benefit
of its creditors, or if Lessee has any action taken by or
against it under any provision of the federal Bankruptcy Act or
any similar law;
(d) If, all or any part of Lessee's property or assets or of
Lessee's leasehold. interest under this Lease, whether by
process of law or otherwise, is seized;
(e) If Lessee abandons, vacates or misuses the Leased Premises, or
discontinues active use of the Leased Premises for the purpose
as provided in this Lease.
21.2 Remedies of Lessor. Lessor shall have the following options, without
the requirement of any putting in default or the giving of any
notice in addition to such other remedies as may otherwise be
provided by law, in the event of any such default:
(a) Proceed for past due installments of rent only, reserving its
right to proceed for the remaining installments or
(b) Accelerate rentals for the remainder of the term, which rentals
shall become immediately due and payable or
(c) Cancel this Lease and immediately expel Lessee (without,
however, waiving Lessor's right to collect all installments of
rent and all other payments due or owing for the period up to
the time Lessor regains occupancy). If Lessor elects the option
as provided under this section 21.2 (c), Lessee hereby assents
thereto and waives all legal notice to vacate the Leased
Premises.
In any case, Lessor may remove or cause to be removed all effects
from the Leased Premises and store the same in Lessor's or Lessee's
name, but at the cost, expense and risk of Lessee, without liability
of Lessor for loss or injury thereto, and without prejudice to
Lessor's lien and privilege securing all the sums afore-said.
Failure to strictly and promptly enforce any of the above conditions
shall not operate as a waiver of Lessor's rights, Lessor expressly
reserving the right to always enforce all the terms of this Lease or
to exercise the options above set forth, as well as all rights
belonging to it by law, regardless of any extension or indulgence
previously granted.
Exhibit (10.6)-p14
Exhibit Section
Exhibit (10.6)
21.3 Re-letting of Premises. Lessor shall have the option to re-enter the
Leased Premises and to attempt to lease them for such rental and on
such terms as Lessor may be able to obtain, in reduction of the
amount due Lessor, or if Lessor is unable to lease, to let such on a
month to month basis, and credit the net amount realized on the
payment of the rental due for the full unexpired term of this Lease,
reserving the right to xxx thereafter for any balance remaining due
after credit for the rental actually received or estimated to be
received. Exercise of this right of re-entry and privilege to re-let
shall not in any way prejudice Lessor's right to hold Lessee liable
for any amount due under this Lease in excess of the amount for
which the property is re-let. In addition, if the Lessee fails or
refuses to permit Lessor to re-enter the Leased Premises, Lessor
shall have the right to evict Lessee in accordance with the
provisions of Louisiana Code of Civil Procedure articles 4701-4735,
without forfeiting any of Lessor's rights under this section 21.3 or
under the other terms of this Lease, and Lessor may at the same time
or subsequently xxx for any monies due or to enforce any other
rights which Lessor may have.
ARTICLE 22 WAIVERS
22.1 Waivers. Failure to enforce strictly and promptly the conditions set
forth in this Lease shall not operate as a waiver of Lessor's
rights. Lessor expressly reserves the right always to enforce prompt
payment of rent or to cancel this Lease regardless of any
indulgences or extensions previously granted. Lessor's accepting any
rent in arrears, or after notice of institution of any suit for
possession or cancellation of this Lease, will not be considered as
a waiver of such notice, or of the suit, or of any of the other
rights of Lessor.
22.2 Lessor's Lien. Lessor agrees that the Lessor's lien granted to the
Lessor by operation of Louisiana law shall be subordinate in all
respects to the security interest granted by Lessee to Guaranty Bank
and Trust Company (the "Bank") to secure any and all of Lessee's
obligations to the Bank now or in the future.
ARTICLE 23 TERMINATIONS
23.1 Surrender of Leased Premises. At the termination of this Lease, by
expiration of its term or otherwise, Lessee shall return the Leased
Premises in as good order as it was in when received, clean and free
of debris, the usual wear and tear excepted. Lessee shall make
actual delivery of the keys to Lessor. Lessee shall repair any
damage to the Leased Premises occasioned by Lessee's use and
occupancy.
23.2 Failure to Perform by Lessee. If Lessee fails to perform Lessee's
obligations under this Article 23, or under any other article of
this Lease, Lessor may at its
Exhibit (10.6)-p15
Exhibit Section
Exhibit (10.6)
option (but shall not be required to) enter upon the Leased Premises
after ten (10) days prior written notice to Lessee (except in the
case of an emergency, in which case no notice shall be required),
perform such obligations on Lessee's behalf and put the same in good
order, condition and repair, which costs shall become due and
payable by Lessee as additional rent.
23.3 Failure to Vacate. Lessee shall, at the expiration of this Lease, or
its termination for any other cause, immediately surrender
possession. Should Lessee fail to do so, Lessee shall, pay any and
all damages suffered by Lessor resulting from such failure, but in
no case less than double the rent per day, plus attorney's fees and
costs. Lessee also expressly waives any notice to vacate at the
expiration or termination of this Lease, waives all legal delays,
and hereby confesses judgment which judgment shall assess against
Lessee all costs of placing Lessor in possession. Should Lessor
allow or permit Lessee to remain in the Leased Premises after the
expiration or termination of this Lease, this shall not be construed
as a re-conduction of this Lease.
ARTICLE 24 OTHER LESSOR RIGHTS
24.1 Other Lessor Rights. In addition to the other rights given to the
Lessor by the express terms of this Lease in the event of any breach
or default by Lessee, Lessor shall have and hereby expressly
reserves all rights and privileges granted to Lessors by the laws of
Louisiana.
ARTICLE 25 ATTORNEYS' FEES.
25.1 Attorneys' Fees. If any attorney is employed to enforce or protect
any claim of Lessor or Lessee arising from this Lease, the
defaulting party shall pay the reasonable fee of that attorney, and
any expenses thereof, incurred to enforce such rights.
ARTICLE 26 NOTICES
26.1 Notices. All notices required to be given under the terms of this
Lease shall be in writing and by first class United States mail,
postage prepaid, or by delivering the same in person, registered or
certified mail, addressed to Lessee at the Leased Premises or to
Lessor at the address fixed for payment of the rental. Mailing shall
constitute full compliance with the requirement of notice, whether
or not the addressee receives the notice. Notice so mailed shall be
effective three days following deposit or, if sooner, upon receipt.
Notice given in any other manner permitted herein shall be effective
only if and when received by the addressee.
Exhibit (10.6)-p16
Exhibit Section
Exhibit (10.6)
ARTICLE 27 APPLICABLE LAW
27.1 Applicable Law. The provisions of this Lease shall have the effect
of law between the parties, and shall be governed by the ordinances
of the City of Baton Rouge, Parish of East Baton Rouge and the laws
of the State of Louisiana.
ARTICLE 28 INTERPRETATION, ALTERATION AND RIDERS
28.1 Entire Agreement. This lease and any exhibits thereto form the
entire agreement between the parties and may not be modified except
by an instrument in writing, signed by the parties hereto, their
heirs, legal representatives, successors or assigns.
28.2 Headings. The section headings: contained herein are inserted only
for convenience, and are in no way to be construed as part of this
Lease or as a limitation on the scope of the particular section to
which they refer.
28.3 Heirs or Successors. This Lease binds each of the parties and their
respective heirs, successors and assigns. All of the terms of this
Lease, including the provisions against assignment and sublease,
apply to any persons claiming by or through either party.
ARTICLE 29 WARRANTY
29.1 Warranty of Lessor. Lessor represents that it is the owner of the
Leased Premises free and clear on all mortgages, liens and
encumbrances except those listed on Exhibit B attached hereto.
Lessor represents and warrants that no other person has a security
interest in the Leased Premises and that Lessor has not entered into
any agreement to sell or otherwise dispose of its interest in the
Leased Premises.
29.2 Eviction of Lessee. Lessor shall have the right to evict Lessee from
the Leased Premises upon 60 days advance written notice and,
provided Lessee is not then in default of its obligations under the
Lease, Lessor shall pay all Lessee's actual moving expenses to a
qualified mover not to exceed $30,000 plus an additional amount to
exceed $15,000 to cover various miscellaneous expenses related to
the relocation and any loss to Lessee resulting from the
interruption of its business (the "Lessee's Moving Expenses").
Lessee shall not be entitled to any other claims whatsoever for
damage or otherwise against. Lessor as a result of the eviction.
Exhibit (10.6)-p17
Exhibit Section
Exhibit (10.6)
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this
instrument in multiple originals on the date set forth beside each signature
below to be effective on the 27th day of February, 1991.
Witnesses as to Lessor: Lessor:
/s/ Xxxxxx Xxxxxxx The Xxxxxx X. Xxxxx Trust
------------------
/s/ Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxx
--------------- -------------------
Xxxxxx X. Xxxxx, Co-Trustee
Date: March 26, 1991
--------------
/s/ Ian Mcmal /s/ Marsden X. Xxxxx
------------- --------------------
Marsden X. Xxxxx, Co Trustee
Date: March 6, 1991
/s/ Xxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
---------------- -------------------
Xxxxxx X. Xxxxx, Co Trustee
/s/ Xxxxx Xxxxxxx Date: February 27, 1991
-----------------
Exhibit (10.6)-p18
Exhibit Section
Exhibit (10.6)
Witnesses as to Lessee: Lessee:
/s/ Xxxxx Xxxxxxx Docutec of Louisiana, Inc.
-----------------
/s/ Xxxx Xxxxxxx By: /s/Xxxxxxx X. Xxxxx
---------------- ----------------------
Xxxxxxx X. Xxxxx,
President
Date: February 27, 1991
-----------------
Exhibit (10.6)-p19
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Exhibit (10.6)
ACKNOWLEDGEMENT
State of Louisiana
Parish of ______________________
Before the undersigned Notary Public, appeared Xxxxxx X. Xxxxx who,
having been duly sworn, declared that he is the Co-Trustee of The Xxxxxx X.
Xxxxx Trust, that he executed the foregoing Lease Agreement in his capacity as
Co-Trustee, and that he signed as the free act and deed of the said trust and
for the purposes and considerations set forth therein.
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
Sworn to and subscribed before
me this 13th, day of March, 1991.
/S/ GERRTHA X. XXXXXXXX
Notary Public
My Commission expires at death.
State of Louisiana
Parish of _____________________
Before the undersigned Notary Public, appeared Marsden L.. Xxxxx
who, having been duly sworn, declared that he is the Co-Trustee of The Xxxxxx X.
Xxxxx Trust, that he executed the foregoing Lease Agreement in his capacity as
Co-Trustee, and that he signed as the free act and deed of the said trust and
for the purposes and considerations set forth therein.
/s/ Marsden X. Xxxxx
--------------------
Marsden X. Xxxxx
Sworn to and subscribed before
me this ___day of ________,
1991.
---------------------------------
Notary Public
My Commission expires at death.
Exhibit (10.6)-p20
Exhibit Section
Exhibit (10.6)
State of Louisiana
Parish of East Baton Rouge
Before the undersigned Notary Public, appeared Xxxxxxx X. Xxxxx who,
having been duly sworn, declared that he is the Co-Trustee of The Xxxxxx X.
Xxxxx Trust, that he executed the foregoing Lease Agreement in his capacity as
Co-Trustee, and that he signed as the free act and deed of the said trust and
for the purposed and considerations set forth therein.
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Sworn to and subscribed before
me this 27th day of February,
1991.
Xxxxx Xxxxx
-----------
Notary Public
My Commission expires at death.
Exhibit (10.6)-p21
Exhibit Section
Exhibit (10.6)
ACKNOWLEDGEMENT
State of Louisiana
Parish of East Baton Rouge
Before me personally came and appeared: Xxxxxxx X. Xxxxx who, having
been dully sworn, declared that he is President of Docutec of Louisiana, Inc.;
that he signed the foregoing Lease Agreement in his capacity as President; and
that he signed as the free act and deed of said corporation and for the purposes
and considerations set forth therein.
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Sworn to and subscribed before
me this 27th day of February,
1991.
Xxxxx Sudan
-----------
Notary Public
My Commission expires at death.
Exhibit (10.6)-p22
Exhibit Section
Exhibit (10.6)
EXHIBIT-A
Description of Premises. The Leased Premises are described as follows:
A certain tract or parcel of land together with all buildings
and improvements thereon and all servitudes for the benefit
thereof, located in Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 1 East,
East Baton Rouge Parish, Louisiana, and designated as Lot
A-1-B-(B)-1-A on a map entitled "Map Showing Resubdivision of
Lots A-1-B-(B)-1 and A-1-A-(A)-a, Formerly Portions of Xxxx 0 &
0 Xxxxxxxxxx Xxxxxxxxxx, Xxxx Xxxx X-0-X-(X)-0-X & Xxx
X-0-X-(X)-0-X" dated July 18, 1989, prepared by Rodi & Xxxxx,
Inc.
Exhibit (10.6)-p23
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Exhibit (10.6)
EXHIBIT B
Mortgages, Liens, Pledges,
Charges and Encumbrances
NONE
Exhibit (10.6)-p24
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Exhibit (10.6)
EXHIBIT C
Notations About Current Conditions of
The Facility To Be Leased At 0000 Xxxxxxx Xxxx
Warehouse
1. Lighting fixtures across warehouse at point of addition are without tubes
and are in broken and poor condition. Fixtures at opposite end of the
warehouse are without tubes.
2. There are three separate sections of lighting fixtures in the warehouse
which have broken connectors and are inoperable.
3. Interior walls of warehouse have not been cleaned or painted in 26 years.
Paint is deteriorated, flaking and in generally poor condition.
4. Leaks from roof have run down interior walls in the warehouse causing xxxxx
discoloration streaks. Metal doorframes are rusted from leaks and doors leak
when it rains.
5. Floors in warehouse are marked and dirty from years of use.
6. Louvered vents at ends of warehouse are in poor condition.
7. Vent fans in warehouse do not work.
8. Warehouse office is in extremely poor condition.
9. Restroom in warehouse is in such a state of disrepair that floor and
fixtures need to be changed.
10. Drive through door in warehouse is bent.
11. No outside lights work and some fixtures are missing.
12. Fire hoses are old and dry.
13. Gutters and downspouts on both buildings are bent, rotted out and in general
deteriorated condition.
14. Two glass panes on west end of office are cracked.
15. In office, ceiling tiles are broken, dirty and have numerous holes from
various cable installations.
16. Air vents in office are dirty and some are bent.
Exhibit (10.6)-p25
Exhibit Section
Exhibit (10.6)
17. Hallway lights in office do not work.
18. Land between buildings and LPB is of no use to Lessee and has not been
maintained in the past. We assume no responsibility for the maintenance of
this property.
Exhibit (10.6)-p26
